Johnson & Johnson
JOHNSON & JOHNSON(Form: 10-K405/A, Received: 28 June 2001, 08:27:55 PM)      
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000 Commission file number 1-3215

JOHNSON & JOHNSON

(Exact name of registrant as specified in its charter)

        New Jersey                                   22-l024240
        (State of                                 (I.R.S. Employer
      Incorporation)                             Identification No.)

      One Johnson & Johnson Plaza
        New Brunswick, New Jersey                       08933
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (732) 524-0400

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

                                             Name of each exchange on
       Title of each class                       which registered
Common Stock, Par Value $1.00                 New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ X ]

The aggregate market value of the voting stock held by non-affiliates of the registrant on February 27, 2001 was approximately $133.8 billion.

On February 27, 2001 there were 1,397,232,658 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II: Portions of registrant's annual report to shareowners for fiscal year 2000.

Part III: Portions of registrant's proxy statement for its 2001 annual meeting of shareowners.


SIGNATURES

Pursuant to the requirements of Section l3 of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:  June 25, 2001                            JOHNSON & JOHNSON
                                                  (Registrant)

                                          By /s/ R. S. Larsen
                                             ----------------------------------
                                            R. S. Larsen, Chairman, Board of
                                            Directors and Chief Executive
                                            Officer


Pursuant to the requirements of the Securities Exchange Act of l934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


        Signature                       Title                       Date
        ---------                       -----                       ----
/s/ R. S. Larsen                     Chairman,
-------------------------        Board of Directors and
       R. S. Larsen                 Chief Executive
                                 Officer, and Director
                                      (Principal
                                  Executive Officer)            June 25, 2001

/s/ R. J. Darretta               Vice President-Finance
-----------------------          (Principal Financial
       R. J. Darretta                  Officer)                 June 25, 2001


/s/ C. E. Lockett                     Controller                June 25, 2001
-----------------------
       C. E. Lockett

                                      Director                  June   , 2001
-----------------------
       G. N. Burrow


                                     Director                   June   , 2001
-----------------------
       J. G. Cooney

/s/ J. G. Cullen                     Director                   June 24, 2001
------------------------
       J. G. Cullen

                                     Director                   June   , 2001
--------------------------
       M. J. Folkman

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     Signature                        Title                       Date
     ---------                        -----                       ----
/s/ A. D. Jordan                   Director                     June 25, 2001
------------------------
       A. D. Jordan


/s/ A. G. Langbo                   Director                     June 21, 2001
------------------------
       A. G. Langbo

/s/ J. T. Lenehan
------------------------          Vice Chairman,                 June 25, 2001
       J. T. Lenehan              Board of Directors
                                  and Director


/s/ J. S. Mayo                      Director                     June 24, 2001
------------------------
       J. S. Mayo


/s/ L. F. Mullin                   Director                     June 25, 2001
-------------------------
       L. F. Mullin


/s/ H. B. Schacht                  Director                     June 25, 2001
------------------------
       H. B. Schacht


/s/ M. F. Singer                   Director                     June 26, 2001
------------------------
       M. F. Singer


/s/ J. W. Snow                    Director                      June 25, 2001
------------------------
       J. W. Snow

/s/ W. C. Weldon
------------------------           Vice Chairman,                 June 25, 2001
        W. C. Weldon              Board of Directors
                                     and Director

/s/ R. N. Wilson                  Senior Vice Chairman,          June 25, 2001
------------------------         Board of Directors
       R. N. Wilson                 and Director

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EXHIBIT INDEX

  Reg. S-K
Exhibit Table                 Description
  Item No.                    of Exhibit
  --------                    ----------
3(a)(i)          Restated Certificate of Incorporation dated April 26, 1990-
                 Incorporated herein by reference to Exhibit 3(a) of the
                 Registrant's Form 10-K Annual Report for the year ended
                 December 30, 1990.

3(a)(ii)         Certificate of Amendment to the Restated Certificate of
                 Incorporation of the Company dated May 20, 1992 -- Incorporated
                 herein by reference to Exhibit 3(a) of the Registrant's Form
                 10-K Annual Report for the year ended January 3, 1993.

3(a)(iii)        Certificate of Amendment to the Restated Certificate of
                 Incorporation of the Company dated May 21, 1996 - -
                 Incorporated herein by reference to Exhibit 3(a)(iii) of the
                 Registrant's Form 10-K Annual Report for the year ended
                 December 29, 1996.

3(b)             By-Laws of the Company, as amended effective June 11, 2001 - -
                 Filed with this document.


4(a)             Upon the request of the Securities and Exchange Commission, the
                 Registrant will furnish a copy of all instruments defining the
                 rights of holders of long term debt of the Registrant.

10(a)            Stock Option Plan for Non-Employee Directors - -
                 Incorporated herein by reference to Exhibit 10(a) of the
                 Registrant's Form 10-K Annual Report for the year ended
                 December 29, 1996.*

10(b)            2000 Stock Option Plan - (1).*

10(c)            1995 Stock Option Plan (as amended) - - Incorporated herein by
                 reference to Exhibit 10(b) of the Registrant's Form 10-K Annual
                 Report for the year ended January 3, 1999.*

10(d)            1991 Stock Option Plan (as amended) - - Incorporated herein by
                 reference to Exhibit 10(c) of the Registrant's Form 10-K Annual
                 Report for the year ended December 28, 1997.*

10(e)            2000 Stock Compensation Plan - (1).*

10(f)            Executive Incentive Plan (as amended)  - - (1).*


10(g)            Domestic Deferred Compensation Plan (as amended) - -
                 Incorporated herein by reference to Exhibit 10(g) of the
                 Registrant's Form 10-K Annual Report for the year ended
                 December 29, 1996.*

10(h)            Deferred Fee Plan for Directors (as amended) -- Incorporated
                 herein by reference to Exhibit 10(h) of the Registrant's
                 Form 10-K Annual Report for the year ended December 29,
                 1996.*

10(i)            Executive Income Deferral Plan (as amended) - Incorporated
                 herein by reference to Exhibit 10(i) of the Registrant's
                 Form 10-K Annual Report for the year ended January 2, 2000.*

                                        3


10(j)            Excess Savings Plan -- Incorporated herein by reference to
                 Exhibit 10(j) of the Registrant's Form 10-K Annual Report for
                 the year ended December 29, 1996.*

10(k)            Supplemental Retirement Plan -- Incorporated herein by
                 reference to Exhibit 10(h) of the Registrant's Form 10-K Annual
                 Report for the year ended January 3, 1993.*

10(l)            Executive Life Insurance Plan -- Incorporated herein by
                 reference to Exhibit 10(i) of the Registrant's Form 10-K Annual
                 Report for the year ended January 3, 1993.*

10(m)            Stock Option Gain Deferral Plan - Incorporated herein by
                 reference to Exhibit 10(m) of the Registrant's Form 10-K
                 Annual Report for the year ended January 2, 2000.*

10(n)            Estate Preservation Plan -- Incorporated herein by reference to
                 Exhibit 10(n) of the Registrant's Form 10-K Annual Report for
                 the year ended January 2, 2000.*

12               -- Statement of Computation of Ratio of Earnings to Fixed
                 Charges -- (1).

13               -- Pages 26-50 of the Company's Annual Report to Shareowners
                 for fiscal year 2000 (only those portions of the Annual Report
                 incorporated by reference in this document are deemed "filed")
                 - (1).

21               -- Subsidiaries  - - (1).

23               -- Consent of Independent Auditors - (1).

99(a)(i)         -- Form 11-K for the Johnson & Johnson Savings Plan -- Filed
                 with this document.

99(a)(ii)        -- Form 11-K for the Johnson & Johnson Retirement Savings Plan
                 -- Filed with this document.

99(a)(iii)       -- Form 11-K for the Johnson & Johnson Savings Plan for Union
                 Represented Employees -- Filed with this document.

99(a)(iv)        -- Form 11-K for the Centocor Qualified Savings and Retirement
                 Plan -- Filed with this document.

99(b)            -- Cautionary Statement pursuant to Private Securities
                 Litigation Reform  Act of 1995:  "Safe Harbor" for
                 Forward-Looking Statements  - - (1).


(1) Incorporated herein by reference to the Exhibit bearing the same Exhibit Number in Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 2000.

* Management contracts and compensatory plans and arrangements required to be filed as Exhibits to this form pursuant to Item 14(c) of the report.

A copy of any of the Exhibits listed above will be provided without charge to any shareowner submitting a written request specifying the desired Exhibit(s) to the Secretary at the principal executive offices of the Company.

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Exhibit 3(b)

JOHNSON & JOHNSON

BY-LAWS

Article I

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting

A meeting of the stockholders of the Corporation shall be held annually on such business day and at such time and at such place within or without the State of New Jersey as may be designated by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of all other business that is properly brought before the meeting in accordance with these By-Laws.

Section 2. Special Meetings

A special meeting of the stockholders may be called at any time by the Chairman of the Board of Directors, by a Vice-Chairman of the Board of Directors, by the Chairman of the Executive Committee, by a Vice-Chairman of the Executive Committee, by the President, or by a majority of the Board of Directors and shall be held on such business day and at such time and at such place within or without the State of New Jersey as is stated in the notice of the meeting.

Section 3. Adjournment of Meetings

Any meeting of the stockholders of the Corporation may be adjourned from time to time by the affirmative vote of the holders of a majority of the issued and outstanding stock entitled to vote at such meeting present in person or represented by proxy, for a period not exceeding one month at any one time and upon such notice, if any, as may be determined by the vote. At any adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.

Section 4. Notices of Meetings

(A) Notices.

At least ten (10) but not more than sixty (60) days before the date designated for the holding of any meeting of the stockholders, except as otherwise provided herein for adjourned meetings, written or printed notice of the time, place and purpose or purposes of such meeting shall be served by mail, telegram, radiogram, telex, or cablegram upon each stockholder of record entitled to vote at such meeting.

(B) Service of Notice.

A notice of meeting shall be deemed duly served when deposited in the United States Mail with postage fully paid, or placed in the hands of an agent of a telegraph, radio, or cable or other transmitting company with all transmittal fees fully paid, and plainly addressed to the stockholder at his latest address appearing in the stock records of the Corporation.

Section 5. Quorum

At any meeting of the stockholders, the holders of a majority of the issued and outstanding stock entitled to vote at such meeting shall be present in person or represented by proxy in order to constitute a quorum.

Section 6. Voting

(A) Vote Necessary.


At any meeting of the stockholders, all questions, except as otherwise expressly provided by statute, the Certificate of Incorporation, or these By-Laws, shall be determined by vote of the holders of a majority of the issued and outstanding stock present in person or represented by proxy at such meeting and entitled to vote.

(B) Inspectors.

At any meeting of the stockholders, if the chairman of the meeting so directs or if before the voting begins, any stockholder present so requests, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions with respect to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by three (3) inspectors to be appointed by the chairman of the meeting.

(C) Eligibility to Vote.

Each stockholder shall have one vote for each share of stock entitled to vote as provided in the Certificate of Incorporation or otherwise by law and registered in his name in the stock records of the Corporation as of the record date.

(D) Methods of Voting.

At any meeting of the stockholders each stockholder shall be entitled to vote either in person or by proxy appointed either by instrument in writing subscribed by such stockholder, or by his duly authorized attorney or agent, or by cable, telegram or by any means of electronic communication which results in a writing from such stockholder or his duly authorized attorney or agent, and delivered to the Secretary or to the inspectors at or before the meeting.

(E) Record Date.

The Board of Directors may fix in advance, a date, not less than ten (10) but not more than sixty (60) days preceding the date of any meeting as the record date for determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, notwithstanding any transfer of any stock in the stock records of the Corporation after any such record date designated as aforesaid.

(F) List of Stockholders.

The Board of Directors shall cause the officer or agent, who has charge of the stock transfer books of the Corporation, to make a complete list of all the stockholders entitled to vote at a stockholders' meeting or any adjournment thereof, arranged in alphabetical order, together with the latest address of each stockholder appearing upon the stock records of the Corporation and the number of shares held by each.

The Board of Directors shall cause such list of stockholders to be produced (or available by means of a visual display) at the time and place of every meeting of stockholders and shall be open to examination by any stockholder listed therein for reasonable periods during the meeting.

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Section 7. Transaction of Business at Annual Meeting

At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (A) specified in the notice of meeting given by or at the direction of the Board of Directors (including stockholder proposals included in the Corporation's proxy materials pursuant to applicable rules and regulations), (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business (including, but not limited to, any nominations for director) to be properly brought before an annual meeting by a stockholder: (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and (ii) the subject matter thereof must be a matter which is a proper subject matter for stockholder action at such meeting. To be considered timely notice, a stockholder's notice must be received by the Secretary at the principal office of the Corporation not less than 120 calendar days before the date of the Corporation's proxy statement released to stockholders in connection with the prior year's annual meeting. However, if no annual meeting was held in the prior year, or if the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the prior year's proxy statement, then a stockholder's notice, in order to be considered timely, must be received by the Secretary not later than 60 days before the date the Corporation commences mailing of its proxy materials in connection with the applicable annual meeting. A stockholder's notice to the Secretary to submit business to an annual meeting must set forth: (i) the name and address of the stockholder, (ii) the number of shares of stock held of record and beneficially by such stockholder, (iii) the name in which all such shares of stock are registered on the stock transfer books of the Corporation, (iv) a brief description of the business desired to be brought before the meeting and the reasons therefor, (v) any personal or other material interest of the stockholder in the business to be submitted and (vi) all other information relating to the proposed business which may be required to be disclosed under applicable law. In addition, a stockholder seeking to submit such business at an annual meeting shall promptly provide any other information reasonably requested by the Corporation. Notwithstanding the foregoing provisions of this Section 7, a stockholder who seeks to have any proposal included in the Corporation's proxy materials must provide notice as required by and otherwise comply with the applicable requirements of the rules and regulations under the Securities Exchange Act of 1934, as amended. The chairman of an annual meeting shall determine all matters relating to the conduct of the meeting, including, but not limited to, determining whether any item of business has been properly brought before the meeting in accordance with these By-Laws, and if the chairman should so determine and declare that any item of business has not been properly brought before an annual meeting, then such business shall not be transacted at such meeting.

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Article II

BOARD OF DIRECTORS

Section l. Number of Members and Qualification

The number of directors of the Corporation shall be not less than nine (9) nor more than eighteen (18) as determined by the Board of Directors from time to time.

Section 2. Term of Office

Each director shall hold office for one (l) year and until his successor, if any, is duly elected and qualified, provided, however, that any director may be removed from office, with cause, at any time by a majority vote of the stockholders entitled to vote.

Section 3. Annual Meeting

At the place of holding the annual meeting of the stockholders, and immediately following the same, the Board of Directors, as constituted upon final adjournment of such annual meeting, shall convene without further notice for the purpose of electing officers and transacting all other business properly brought before it.

Section 4. Regular Meetings

Regular meetings of the Board of Directors shall be held at such places, either within or without the State of New Jersey, and on such business days and at such times as the Board may from time to time determine.

Section 5. Special Meetings

Special meetings of the Board of Directors may be held at any time and place whenever called by the Chairman of the Board of Directors, by a Vice-Chairman of the Board of Directors, by the Chairman of the Executive Committee, by a Vice-Chairman of the Executive Committee, by the President, by a Vice-President, by the Secretary, or by any three (3) or more directors.

Section 6. Notices of Meetings

(A) Notice Required.

If so determined by a majority of the Board of Directors, no advance notice need be given; in the absence of such determination then, at least two (2) days prior to the date designated for the holding of any regular or special meeting of the Board, notice of the time, and place, and purpose of such meeting shall be served in person, by mail or other notice in writing, or by telegram, telephone, radiogram, telex, or cablegram, upon each member of the Board.

(B) Waiver of Notice.

Notice of the time, place, and purpose of any meeting of the Board of Directors may be waived, before or after any meeting, by instrument in writing or by telegram, radiogram, telex, or cablegram.

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Section 7. Quorum and Participation

(A) Quorum.

A majority of the Board of Directors shall constitute a quorum for all purposes and at all meetings.

(B) Participation.

Any or all directors may participate in a meeting of the Board of Directors by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.

Section 8. Manner of Acting

The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. Action without a Meeting

Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors may be taken without a meeting if, prior to or subsequent to such action, all members of the Board of Directors consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors.

Article III

POWERS OF BOARD OF DIRECTORS

Section l. General Powers

The business, property, and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In the management and control of the property, business, and affairs of the Corporation, the Board is hereby vested with all powers possessed by the Corporation itself insofar as this delegation of authority is not inconsistent with or repugnant to the laws of the State of New Jersey, the Corporation's Certificate of Incorporation, or these By-Laws or any amendments of them. The Board shall have discretionary power to determine what constitutes net earnings, profits, and surplus, what amount shall be reserved for working capital and for any other purposes, and what amount shall be declared as dividends. Such determinations by the Board shall be final and conclusive.

Section 2. Specific Powers

(A) Power to Make and Amend By-Laws.

Subject to the limitations contained in Article XI hereof, the Board of Directors shall have power to make, alter, amend, and repeal any By-Law, including a By-Law designating the number of directors, provided that the Board shall not make, alter, amend, or repeal any By-Law designating the qualification or term of office of any member or members of the then existing Board.

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(B) Power to Elect Officers.

The Board of Directors shall elect all officers of the Corporation.

(C) Power to Remove Officers.

Any officer or divisional officer, any agent of the Board of Directors, or any member of any committee or of any Management Board may be removed by the Board of Directors with or without cause, whenever in its sole judgment the interests of the Corporation will be served by such removal.

(D) Power to Fill Vacancies.

Vacancies in the Board of Directors, however created, shall be filled by appointment made by a majority of the remaining directors. The Board shall have power to fill any vacancy in any office.

(E) Power to Fix Record Date.

The Board of Directors may fix in advance a date as the record date for determining the Corporation's stockholders with regard to any corporate action or event and, in particular, for determining the stockholders entitled to receive payment of any dividend or allotment of any right. The record date may in no case be more than sixty (60) days prior to the corporate action or event to which it relates.

Section 3. Committees and Delegation of Powers

(A) Committees of the Board.

The Board of Directors may appoint, from among its members, from time to time one or more committees, each committee to have such name or names and to have such powers and duties as may be determined from time to time by the Board. All committees shall report to the Board. The Board shall have the power to fill vacancies in, to change the membership of, or to dissolve any committee. Each committee may hold meetings and make rules for the conduct of its business and appoint such sub-committees and assistants as it shall from time to time deem necessary. A majority of the members of a committee shall constitute a quorum for all purposes and at all meetings.

(B) Finance Committee.

The Finance Committee, if one shall be appointed, shall consist of two (2) or more of the directors of the Corporation and shall have and may exercise all of the powers of the Board insofar as may be permitted by law, the Corporation's Certificate of Incorporation or these By-Laws, or any amendments of them, in the management of the business, affairs and property of the Corporation during the intervals between the meetings of the Board. The Finance Committee, however, shall not have the power to make, alter or repeal any By-Law of the Corporation; elect or appoint any director, or remove any officer or director; change the membership of, or fill vacancies in, the Finance Committee; submit to stockholders any action that requires stockholders' approval; nor amend or repeal any resolution theretofore adopted by the Board which by its terms is amendable or repealable only by the Board.

(C) Emergency Management Committee.

If, as a result of a physical disaster, war, nuclear attack, or other emergency conditions, a quorum of the Board of Directors cannot be convened to act, an Emergency Management Committee, consisting of all readily available

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members of the Board of Directors, shall automatically be formed. In such case, two members shall constitute a quorum. If, as a result of such circumstances, a quorum of the Board of Directors cannot readily be convened to act, but a quorum of the Finance Committee can be so convened, the Finance Committee shall automatically become the Emergency Management Committee. All of the powers and duties vested in the Board of Directors, except the power to fill vacancies in the Board of Directors, shall vest automatically in the Emergency Management Committee. Other provisions of these By-Laws notwithstanding, the Emergency Management Committee (l) shall call a meeting of the Board of Directors as soon as circumstances permit for the purpose of filling vacancies on the Board of Directors and its committees and to take such other action as may be appropriate, and (2) if the Emergency Management Committee determines that less than a majority of the members of the Board of Directors are available for service, the Committee shall issue a call for a special meeting of stockholders to be held at the earliest date practicable for the election of directors.

(D) Delegation of Duties.

The Board of Directors may delegate from time to time to an officer or a committee of officers and/or directors any duties that are authorized or required to be executed during the intervals between meetings of the Board, and such officer or committee shall report to the Board when and as required by the Board. Each committee so established by the Board may hold meetings and make rules for the conduct of its business and appoint such sub-committees and assistants as it shall from time to time deem necessary. A majority of the members of such a committee shall constitute a quorum for all purposes and at all meetings.

(E) Executive Committee.

The Executive Committee, if one shall be appointed, shall be the management committee of the Corporation. Its members shall be elected by the Board of Directors and thereby become officers of the Corporation. The Executive Committee shall not be a committee of the Board. The Executive Committee shall be responsible for the operation of the business of the Corporation on a day-to-day basis and for establishing and executing operating practices and policies of the Corporation. It shall also perform such other duties as the Board shall designate from time to time.

Section 4. Designation of Depositories

The Board of Directors shall designate or shall delegate to the Treasurer, or such other officer as it deems advisable, the responsibility to designate the trust company or trust companies, or the bank or banks, in which shall be deposited the moneys and securities of the Corporation.

Section 5. Power to Establish Divisions

The Board of Directors may establish administrative or operating divisions of the Corporation. Each such division may have a Management Board, the Chairman of which shall be appointed by the Chairman of the Board of Directors. The Chairman of the Management Board of a division shall appoint the other members of its Management Board and that Board may in turn appoint a President, one or more Vice-Presidents, a Treasurer and such other division officers as it may

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determine to be necessary or desirable. The Management Board and the officers of the division shall perform the same duties and, except for the power to designate depositories, shall have the same powers as to their division as pertain, respectively, to a board of directors and officers of a corporation. The powers granted in the preceding sentence include, without limitation, the power to execute and deliver on behalf of the Corporation contracts, conveyances and other instruments. Such power and any other power granted in this Section shall at all times be subject to the right of the Board of Directors to act or direct action in the premises.

Article IV

OFFICERS

Section l. Enumeration of Officers.

The officers of the Corporation shall be a Chairman of the Board of Directors, a Chairman of the Executive Committee, a President, a Treasurer, and a Secretary. The officers of the Corporation may include one or more Vice-Chairmen of the Board of Directors, one or more Vice-Chairmen of the Executive Committee, one or more Executive Committee members, one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as from time to time shall be designated and elected by the Board of Directors.

Section 2. Election and Removal of Officers

All officers of the Corporation shall be elected at the first meeting of the Board of Directors after the annual election of directors, and shall hold office for one (l) year and until their respective successors, if any, shall have been duly elected and qualified, provided, however, that all officers, agents, and employees of the Corporation shall be subject to removal at any time, with or without cause, by the affirmative vote of a majority of the Board. At its discretion, the Board may leave unfilled, for such period as it may deem proper, any office except that of President, Treasurer, and Secretary. Failure to elect any such officer shall be considered an exercise of this discretionary power.

Section 3. Eligibility of Officers

The Chairman of the Board, the Vice-Chairmen of the Board and the President shall be chosen from the members of the Board of Directors. No other person need be a director or a stockholder in order to qualify for office. The same person may hold, at the same time, one or more offices.

Section 4. Duties of Officers

(A) Chairman of the Board of Directors.

The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of stockholders and directors. When presiding at such meetings of stockholders and directors, the Chairman of the Board shall establish and apply such rules of order as may be

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advisable in his discretion. Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation authorized by the Board of Directors. He shall have all powers and shall perform all duties commonly incident to and vested in the office of Chairman of the Board of a corporation. He shall also perform such other duties as the Board shall designate from time to time.

(B) Vice-Chairman of the Board of Directors.

A Vice-Chairman of the Board of Directors shall perform the duties and have the powers of the Chairman during the absence or disability of the Chairman, and shall also perform such other duties as the Board shall designate from time to time.

(C) Chairman of the Executive Committee.

The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee. During the absence or disability of the Chairman of the Board and the Vice-Chairman of the Board, he shall perform the duties and have the powers of the Chairman of the Board, and shall also perform such other duties as the Board shall designate from time to time.

(D) Vice-Chairman of the Executive Committee.

A Vice-Chairman of the Executive Committee shall perform the duties and have the powers of the Chairman of the Executive Committee during the absence or disability of the Chairman of the Executive Committee, and shall also perform such other duties as the Board shall designate from time to time.

(E) Executive Committee Member.

In addition to the powers and duties incident to his membership on the Executive Committee, an Executive Committee Member, in his individual capacity, shall have all powers and shall perform all duties commonly incident to and vested in an executive officer of a corporation. He shall also perform such other duties as the Board shall designate from time to time.

(F) President.

The President shall have general charge and supervision of the operations of the Corporation itself, and shall have all powers and shall perform all duties commonly incident to and vested in the office of President of a corporation. He shall also perform such other duties as the Board shall designate from time to time.

(G) Vice-President.

A Vice-President shall perform such duties and have such powers as the Board of Directors, the Chairman of the Board, a Vice-Chairman of the Board, or the President shall designate from time to time.

(H) Treasurer.

The Treasurer shall have the care and custody of the funds of the Corporation, and shall have and exercise, under the supervision of the Board of Directors, all powers and duties commonly incident to the office of Treasurer. He shall deposit all funds of the Corporation in such trust company or trust companies, or bank or banks, as the Board, the Treasurer, or any other officer to whom the Board shall have delegated the authority, shall designate from time to

-9-

time. He shall endorse for deposit or collection all checks, notes, and drafts payable to the Corporation or to its order, and make drafts on behalf of the Corporation. He shall keep accurate books of accounts of the Corporation's transactions, which books shall be the property of the Corporation, and, together with all its property in his possession, shall be subject at all times to the inspection and control of the Board. He shall have all powers and shall perform all duties commonly incident to and vested in the office of Treasurer of a corporation. He shall also have such other duties as the Board may designate from time to time.

(I) Assistant Treasurer.

An Assistant Treasurer shall perform the duties and have the powers of the Treasurer during the absence or disability of the Treasurer, and shall perform such other duties and have such other powers as the Board of Directors or Treasurer shall designate from time to time.

(J) Secretary.

The Secretary shall attend all meetings of the stockholders, and of the Board of Directors, and shall keep and preserve in books of the Corporation true minutes of the proceedings of all such meetings. He shall have the custody of all valuable papers and documents of the Corporation, and shall keep the Corporation's stock books, stock ledgers, and stock transfer books, and shall prepare, issue, record, transfer, and cancel certificates of stocks as required by the proper transactions of the Corporation and its stockholders unless these functions be performed by a duly appointed and authorized transfer agent or registrar other than this Corporation. He shall keep in his custody the seal of the Corporation, and shall have authority to affix same to all instruments where its use is required. He shall give all notices required by statute, by the Certificate of Incorporation, or by the By-Laws. He shall have all powers and shall perform all duties commonly incident to and vested in the office of Secretary of a corporation. He shall also perform such other duties as the Board shall designate from time to time.

(K) Assistant Secretary.

An Assistant Secretary shall perform the duties and have the powers of the Secretary during the absence or disability of the Secretary, and shall perform such other duties and have such other powers as the Board of Directors or Secretary shall designate from time to time.

Article V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the full extent permitted by the laws of the State of New Jersey, as they exist on the date hereof or as they may hereafter be amended, the Corporation shall indemnify any person (an "Indemnitee") who was or is involved in any manner (including, without limitation, as a party or witness) in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, legislative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Corporation to procure a judgement in its favor) (a "Proceeding"), or who is threatened with being so involved, by reason of the fact that he or she is or was a director or officer of the Corporation

-10-

or, while serving as a director or officer of the Corporation, is or was at the request of the Corporation also serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan), against all expenses (including attorneys' fees), judgements, fines, penalties, excise taxes and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such Proceeding, provided that, there shall be no indemnification hereunder with respect to any settlement or other nonadjudicated disposition of any threatened or pending Proceeding unless the Corporation has given its prior consent to such settlement or disposition. The right of indemnification created by this Article shall be a contract right enforceable by an Indemnitee against the Corporation, and it shall not be exclusive of any other rights to which an Indemnitee may otherwise be entitled. The provisions of this Article shall inure to the benefit of the heirs and legal representatives of an Indemnitee and shall be applicable to Proceedings commenced or continuing after the adoption of this Article, whether arising from acts or omissions occurring before or after such adoption. No amendment, alteration, change, addition or repeal of or to these By-Laws shall deprive any Indemnitee of any rights under this Article with respect to any act or omission of such Indemnitee occurring prior to such amendment, alteration, change, addition or repeal.

ARTICLE VI

STOCK

Section l. Stock Ownership

The shares of stock of the Corporation shall be either represented by certificates or uncertificated. Each holder of stock of the Corporation shall, upon request to the Corporation, be provided with a stock certificate signed by the President or a Vice-President, and also by the Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant Secretary. Any or all signatures upon a certificate may be facsimiles. The certificates of shares shall be in such form as shall be prescribed by the Board of Directors.

Section 2. Loss of Stock Certificate

In the case of loss, mutilation, or destruction of an issued and outstanding certificate of stock, a duplicate certificate may be issued upon such terms as the Board of Directors may prescribe.

Section 3. Transfer of Shares of Stock

Shares of stock of the Corporation shall be transferred on the books of the Corporation only (1) upon presentation and surrender of the appropriate certificate by the registered holder of such shares in person or by his or her duly authorized attorney or by a person presenting proper evidence of succession, assignment or authority to transfer such shares and, in any of such cases, cancellation of a certificate or of certificates for an equivalent number of shares or (2) in the case of uncertificated shares upon receipt of proper transfer instructions from the registered holder of such shares or from a duly authorized attorney or upon presentation of proper evidence of succession, assignment or authority to transfer such shares.

-11-

Article VII

EXECUTION OF INSTRUMENTS

Section l. Checks and Drafts

All checks, drafts, and orders for payment of moneys shall be signed in the name of the Corporation or one of its divisions, and in its behalf, by such officers or agents as the Board of Directors shall designate from time to time.

Section 2. Contracts and Conveyances

Any contract, conveyance, or other instrument may be executed by the Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors, any member of the Executive Committee, the President, or a Vice President in the name and on behalf of the Corporation and the Secretary or an Assistant Secretary may affix the Corporate Seal thereto.

Section 3. In General

The Board of Directors shall have power to designate officers and agents who shall have authority to execute any instrument in behalf of the Corporation.

Article VIII

VOTING UPON STOCK HELD BY THE CORPORATION

Unless otherwise ordered by the Board of Directors, the Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors, the Chairman of the Executive Committee, a Vice-Chairman of the Executive Committee, any member of the Executive Committee, the President, any Vice-President, or the Treasurer shall have full power and authority in behalf of the Corporation to attend, to act at, and to vote at any meeting of stockholders of any corporation in which this Corporation may hold stock, and at any such meeting shall possess, and may exercise all rights and powers incident to the ownership of such stock which any owner thereof might possess and exercise if present. Such officers may also, in behalf of the Corporation, appoint attorneys and agents as the Corporation's proxy to exercise any of the foregoing powers. The Board, by resolution, from time to time, may confer like powers upon any other person or persons.

Article IX

SEAL OF THE CORPORATION

The seal of the Corporation shall consist of a flat-faced circular die bearing the words and figures "Johnson & Johnson, Seal l887".

-12-

Article X

FISCAL YEAR

The fiscal year of the Corporation shall end on the Sunday closest to the end of the calendar month of December and shall begin on the Monday following that Sunday.

Article XI

AMENDMENT OF BY-LAWS

These By-Laws may be amended, altered, changed, added to, or repealed at any annual meeting of the stockholders, or at any special meeting of the stockholders, or by the Board of Directors at any regular or special meeting of the Board, if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of such meeting, provided, however, that action taken by the stockholders intended to supersede action taken by the Board in making, amending, altering, changing, adding to, or repealing any By-Laws, shall supersede prior action of the Board and shall deprive the Board of further jurisdiction in the premises to the extent indicated in the statement, if any, of the stockholders accompanying such action of the stockholders.

-13-

 


 

Exhibit 99(a)(i)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

 

For the Fiscal Year Ended December 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215

JOHNSON & JOHNSON
SAVINGS PLAN

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)


 
Item 4. Financial Statements and Exhibits

 

Report of Independent Accountants

Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information as of December 31, 2000 and 1999

Statements of Changes in Net Assets Available for Benefits with Fund Information for the Years Ended December 31, 2000 and 1999

Notes to Financial Statements

Supplemental Schedules:
Form 5500 Schedule H -- Part IV -- 4I - Schedule of Assets (Held at End of Year) at December 31, 2000

Form 5500 Schedule H -- Part IV -- 4J - Schedule of Reportable Transactions for the Year Ended December 31, 2000

Consent of PricewaterhouseCoopers LLP, dated June 25, 2001

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,

the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON & JOHNSON SAVINGS PLAN


By:   /s/ R. J. Darretta
      ____________________________
       R. J. Darretta
       Chairman, Pension Committee


June 25, 2001


JOHNSON & JOHNSON SAVINGS PLAN

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2000 AND 1999

JOHNSON & JOHNSON SAVINGS PLAN

                                      INDEX




Report of Independent Accountants                                         2

Financial Statements:
     Statements of Net Assets Available for Benefits with
     Fund Information as of December 31, 2000 and 1999                    3-4

     Statements of Changes in Net Assets Available for
     Benefits with Fund Information for the Years Ended
     December 31, 2000 and 1999                                           5-6

Notes to Financial Statements                                             7-18

Supplemental Schedules:
     Form 5500 Schedule H - Part IV - 4I - Schedule of Assets
        (Held at End of Year) at December 31, 2000                       19-20

     Form 5500 Schedule H - Part IV - 4J - Schedule of Reportable
        Transactions for the Year Ended December 31, 2000               21

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Savings Plan (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 15, 2001

2

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 2000


                                                                                         PARTICIPANT DIRECTED
                                                -----------------------------------------------------------------------------------
                                                                   Fixed          Intermediate

                                                  USGS Fund   Interest Fund        Bond Fund    Balanced Fund    J&J Stock Fund
                                                  ---------   -------------        ---------    -------------    --------------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)                  $ 619,112,768

Investments at Fair Value (Notes 2 and 6)                                                                         $ 1,429,736,759

Investments in Master Trust (Notes 2 and 6)   $ 31,498,894                      $  34,164,551   $ 262,378,109

Accrued Dividends and Interest Receivable          169,383        3,303,802                                                40,863

Due From Johnson & Johnson

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants
                                              ------------    -------------     -------------   -------------     ---------------
Total Assets                                  $ 31,668,277    $ 622,416,570     $  34,164,551   $ 262,378,109     $ 1,429,777,622
                                              ============    =============     =============   =============     ===============


LIABILITIES:

Accrued Expenses                              $      4,761    $      23,975     $       1,305   $       9,953     $        47,248

Accrued Interest

Current Portion of Long Term Note

Long-Term Note Payable to J&J
                                              ------------    -------------     -------------   -------------     ---------------
Total Liabilities                                    4,761           23,975             1,305           9,953              47,248
                                              ------------    -------------     -------------   -------------     ---------------
Net Assets Available for Benefits             $ 31,663,516    $ 622,392,595     $  34,163,246   $ 262,368,156     $ 1,429,730,374
                                              ============    =============     =============   =============     ===============

                                                                                                 Employee Stock Ownership
                                                Diversified     International                          Plan Trust Fund
                                                                                                 ---------------------------
                                                Equity Fund      Equity Fund     Loan Fund        Allocated     Unallocated
                                               -------------     -----------     ---------        ---------     -----------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)

Investments at Fair Value (Notes 2 and 6)                                                       $ 365,709,335   $190,824,182

Investments in Master Trust (Notes 2 and 6)    $ 1,024,914,175    $ 65,581,343

Accrued Dividends and Interest Receivable                                         $ 1,266,815          25,789         11,675

Due From Johnson & Johnson                                                                                         4,514,063

Assets Designated For Transfer (Note 2)                                                            45,664,638    (45,664,638)

Hardship Loans to Participants                                                      5,940,765
                                               ---------------    ------------    -----------   -------------   ------------
Total Assets                                   $ 1,024,914,175    $ 65,581,343    $ 7,207,580   $ 411,399,762   $149,685,282
                                               ===============    ============    ===========   =============   ============

LIABILITIES:

Accrued Expenses                               $       453,682    $      2,512

Accrued Interest                                                                                                $  3,093,218

Current Portion of Long Term Note                                                                                  7,664,462

Long-Term Note Payable to J&J                                                                                     31,614,495
                                               ---------------    ------------    -----------   -------------   ------------
Total Liabilities                                      453,682           2,512                                    42,372,175
                                               ---------------    ------------    -----------   -------------   ------------
Net Assets Available for Benefits              $ 1,024,460,493    $ 65,578,831    $ 7,207,580   $ 411,399,762   $107,313,107
                                               ===============    ============    ===========   =============   ============

                                                      Total
                                                   Savings Plan
                                                  ---------------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)      $   619,112,768

Investments at Fair Value (Notes 2 and 6)           1,986,270,276

Investments in Master Trust (Notes 2 and 6)         1,418,537,072

Accrued Dividends and Interest Receivable               4,818,327

Due From Johnson & Johnson                              4,514,063

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants                          5,940,765
                                                  ---------------
Total Assets                                      $ 4,039,193,271
                                                  ===============

LIABILITIES:

Accrued Expenses                                  $       543,436

Accrued Interest                                        3,093,218

Current Portion of Long Term Note                       7,664,462

Long-Term Note Payable to J&J                          31,614,495
                                                  ---------------
Total Liabilities                                      42,915,611
                                                  ---------------
Net Assets Available for Benefits                 $ 3,996,277,660
                                                  ===============

See Notes to Financial Statements

3

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1999

                                                                                      PARTICIPANT DIRECTED
                                               -----------------------------------------------------------------------------------
                                                                   Fixed          Intermediate
                                                USGS Fund       Interest Fund      Bond Fund       Balanced Fund    J&J Stock Fund
                                               -------------    -------------    --------------    -------------  ----------------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)                    $  619,495,943

Investments at Fair Value (Notes 2 and 6)                                                                           $1,274,441,036

Investments in Master Trust (Notes 2 and 6)    $   28,246,092                     $   29,024,706  $  242,641,025

Accrued Dividends and Interest Receivable             137,293        3,351,875                                              20,684

Due From Johnson & Johnson

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants
                                               --------------   --------------    --------------  --------------    --------------
Total Assets                                   $   28,383,385   $  622,847,818    $   29,024,706  $  242,641,025    $1,274,461,720
                                               ==============   ==============    ==============  ==============    ==============

LIABILITIES:

Accrued Expenses                               $        7,875   $       13,551    $          560  $        4,674    $       24,742

Accrued Interest

Current Portion of Long Term Note

Long-Term Note Payable to J&J
                                               --------------   --------------    --------------  --------------    --------------
Total Liabilities                                       7,875           13,551               560           4,674            24,742
                                               --------------   --------------    --------------  --------------    --------------
Net Assets Available for Benefits              $   28,375,510   $  622,834,267    $   29,024,146  $  242,636,351    $1,274,436,978
                                               ==============   ==============    ==============  ==============    ==============

                                                                                                    Employee Stock Ownership
                                                                                                        Plan Trust Fund
                                                 Diversified     International                    -------------------------------
                                                Equity Fund      Equity Fund       Loan Fund         Allocated        Unallocated
                                                -----------     -------------     -----------     -------------      -------------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)

Investments at Fair Value (Notes 2 and 6)                                                         $  313,847,547     $  209,286,879

Investments in Master Trust (Notes 2 and 6)     $  986,602,365    $   37,668,554

Accrued Dividends and Interest Receivable              754,221                    $      684,389          18,961             11,205

Due From Johnson & Johnson                                                                                                5,272,782

Assets Designated For Transfer (Note 2)                                                               30,948,281        (30,948,281)

Hardship Loans to Participants                                                         6,657,875
                                                --------------    --------------  --------------  --------------     --------------
Total Assets                                    $  987,356,586    $   37,668,554  $    7,342,264  $  344,814,789     $  183,622,585
                                                ==============    ==============  ==============  ==============     ==============

LIABILITIES:

Accrued Expenses                                $      433,361    $          794

Accrued Interest                                                                                                     $    3,667,289

Current Portion of Long Term Note                                                                                         7,289,791

Long-Term Note Payable to J&J                                                                                            39,278,957
                                                --------------    --------------  --------------  --------------     --------------
Total Liabilities                                      433,361               794                                         50,236,037
                                                --------------    --------------  --------------  --------------     --------------
Net Assets Available for Benefits               $  986,923,225    $   37,667,760  $    7,342,264  $  344,814,789     $  133,386,548
                                                ==============    ==============  ==============  ==============     ==============


                                                       Total
                                                    Savings Plan
                                                   --------------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)       $  619,495,943

Investments at Fair Value (Notes 2 and 6)           1,797,575,462

Investments in Master Trust (Notes 2 and 6)         1,324,182,742

Accrued Dividends and Interest Receivable               4,978,628

Due From Johnson & Johnson                              5,272,782

Assets Designated For Transfer (Note 2)

Hardship Loans to Participants                          6,657,875
                                                   --------------
Total Assets                                       $3,758,163,432
                                                   ==============

LIABILITIES:

Accrued Expenses                                   $      485,557

Accrued Interest                                        3,667,289

Current Portion of Long Term Note                       7,289,791

Long-Term Note Payable to J&J                          39,278,957
                                                   --------------
Total Liabilities                                      50,721,594
                                                   --------------
Net Assets Available for Benefits                  $3,707,441,838
                                                   ==============

See Notes to Financial Statements

4

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
with FUND INFORMATION
For The Year Ended December 31, 2000
 
                                                                             PARTICIPANT DIRECTED
                                                -------------------------------------------------------------------------------
                                                                         Fixed             Intermediate
                                                     USGS Fund       Interest Fund          Bond Fund            Balanced Fund
                                                ----------------     ----------------     ---------------      ----------------
Employee Contributions (Note 3)                 $     1,586,471      $    16,519,728      $     2,923,364      $    20,727,453

Employer Contributions  (Note 3 and 9)                  441,476            5,064,172              783,547            5,697,175

Interest                                              1,817,279           38,067,229            2,146,462            4,262,226

Dividends                                                                                                            1,572,807
                                                ---------------      ---------------      ---------------      ---------------

                                                      3,845,226           59,651,129            5,853,373           32,259,661
Additions to (Deductions from) Plan Equity:

Acquisitions Transfer-In (Note 1)                     1,335,256            1,270,450              351,076            1,610,974

Payments to Participants (Note 4)                    (1,802,111)         (43,095,128)          (2,112,118)         (13,680,757)

Change in Unrealized Net Appreciation
(Depreciation) of Investments                                                                     889,599          (37,972,016)

Realized Net Gain on Sale of Investments                                                          (28,743)          18,985,386

Interest Expense

Administrative Expenses                                 (53,365)            (446,123)             (85,087)          (1,237,443)

Assets Transferred (Note 2)                             (37,000)         (17,822,000)             271,000           19,766,000
                                                ---------------      ---------------      ---------------      ---------------
Net Increase (Decrease)                               3,288,006             (441,672)           5,139,100           19,731,805

Net Assets Available for Benefits,
Beginning of Year                                    28,375,510          622,834,267           29,024,146          242,636,351
                                                ---------------      ---------------      ---------------      ---------------

Net Assets Available for Benefits,
End of Year                                     $    31,663,516      $   622,392,595      $    34,163,246      $   262,368,156
                                                ===============      ===============      ===============      ===============


                                                                        Diversified         International
                                                 J&J Stock Fund          Equity Fund         Equity Fund         Loan Fund
                                                 ---------------      ---------------      ----------------     -------------
Employee Contributions (Note 3)                  $    63,793,707      $    59,439,666      $     9,546,426

Employer Contributions  (Note 3 and 9)                19,412,646           16,025,569            2,665,086

Interest                                                 235,093            1,383,538              154,060      $   596,598

Dividends                                             17,162,714           10,417,481              641,991
                                                 ---------------      ---------------      ---------------      -----------
                                                     100,604,160           87,266,254           13,007,563          596,598
Additions to (Deductions from) Plan Equity:

Acquisitions Transfer-In (Note 1)                      2,357,883            3,086,927              356,104

Payments to Participants (Note 4)                    (83,949,106)         (54,610,035)          (3,659,333)        (731,282)

Change in Unrealized Net Appreciation
(Depreciation) of Investments                         94,211,949          (98,867,962)         (19,170,722)

Realized Net Gain on Sale of Investments              97,325,379           84,609,935            2,890,011


Interest Expense

Administrative Expenses                                 (726,869)          (3,213,851)            (365,552)

Assets Transferred (Note 2)                          (54,530,000)          19,266,000           34,853,000
                                                 ---------------      ---------------      ---------------      -----------

Net Increase (Decrease)                              155,293,396           37,537,268           27,911,071         (134,684)

Net Assets Available for Benefits,
Beginning of Year                                  1,274,436,978          986,923,225           37,667,760        7,342,264
                                                 ---------------      ---------------      ---------------      -----------

Net Assets Available for Benefits,
End of Year                                      $ 1,429,730,374      $ 1,024,460,493      $    65,578,831      $ 7,207,580
                                                 ===============      ===============      ===============      ===========

                                                          Employee Stock Ownership
                                                  -------------------------------------
                                                                       Plan Trust Fund          Total
                                                      Allocated           Unallocated        Savings Plan
                                                   -------------       ---------------      ---------------
Employee Contributions (Note 3)                                                             $   174,536,815

Employer Contributions  (Note 3 and 9)                                 $     4,514,063           54,603,734

Interest                                          $       174,888               80,022           48,917,395

Dividends                                                 664,937            5,952,208           36,412,138
                                                  ---------------      ---------------      ---------------
                                                          839,825           10,546,293          314,470,082
Additions to (Deductions from) Plan Equity:

Acquisitions Transfer-In (Note 1)                                                                10,368,670

Payments to Participants (Note 4)                     (14,166,408)                             (217,806,278)

Change in Unrealized Net Appreciation
(Depreciation) of Investments                          48,951,402          (11,624,906)         (23,582,656)

Realized Net Gain on Sale of Investments               11,349,442                               215,131,410


Interest Expense                                                            (3,617,116)          (3,617,116)

Administrative Expenses                                                                          (6,128,290)

Assets Transferred (Note 2)                            19,610,712          (21,377,712)
                                                  ---------------      ---------------      ---------------
Net Increase (Decrease)                                66,584,973          (26,073,441)         288,835,822

Net Assets Available for Benefits,
Beginning of Year                                     344,814,789          133,386,548        3,707,441,838
                                                  ---------------      ---------------      ---------------

Net Assets Available for Benefits,
End of Year                                       $   411,399,762      $   107,313,107      $ 3,996,277,660
                                                  ===============      ===============      ===============

See Notes to Financial Statements

5

JOHNSON & JOHNSON SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
with FUND INFORMATION
For The Year Ended December 31, 1999

 

                                                                            PARTICIPANT DIRECTED
                                                               Fixed          Intermediate
                                        USGS Fund         Interest Fund          Bond Fund         Balanced Fund
                                   ---------------      ----------------     ---------------      ---------------
Employee Contributions             $     1,629,429      $    19,653,404      $     3,180,896      $    16,445,043
(Note 3)

Employer Contributions                     428,788            5,601,257              853,262            4,366,018
(Note 3 and 9)

Interest                                 1,463,760           40,127,431            2,101,667            4,011,435

Dividends
                                   ---------------      ---------------      ---------------      ---------------

                                         3,521,977           65,382,092            6,135,825           24,822,496
Additions to (Deductions from)
Plan Equity:

Innotech  Transfer-In                       43,111               13,522               10,422               83,755
(Note 1)

Payments to Participants                (2,470,088)         (37,803,254)          (2,597,174)          (8,257,630)
(Note 4)

Change in Unrealized Net
Appreciation                                                                      (1,127,037)          26,601,939
(Depreciation) of
Investments

Realized Net Gain
  on Sale of Investments                                                            (877,907)          29,675,778

Interest Expense

Administrative Expenses                    (68,172)            (373,775)             (88,328)            (785,498)

Assets Transferred (Note 2)             (2,230,500)         (39,935,980)          (6,618,300)           8,170,100
                                   ---------------      ---------------      ---------------      ---------------

Net Increase (Decrease)                 (1,203,672)         (12,717,395)          (5,162,499)          80,310,940

Net Assets Available for

Benefits, Beginning of Year             29,579,182          635,551,662           34,186,645          162,325,411
                                   ---------------      ---------------      ---------------      ---------------

Net Assets Available for
Benefits, End of Year              $    28,375,510      $   622,834,267      $    29,024,146      $   242,636,351
                                   ===============      ===============      ===============      ===============


                                                            Diversified          International
                                      J&J Stock Fund        Equity Fund           Equity Fund           Loan Fund
                                      ---------------      ---------------      ---------------       ---------------
Employee Contributions                $    61,171,784      $    51,881,825      $     1,724,853
(Note 3)

Employer Contributions                     18,248,831           13,936,300              434,923
(Note 3 and 9)

Interest                                      151,835                                   155,320      $       615,080
Dividends                                  14,777,191           10,645,313
                                      ---------------      ---------------      ---------------      ---------------

                                           94,349,641           76,463,438            2,315,096              615,080
Additions to (Deductions from)
Plan Equity:

Innotech  Transfer-In                         117,543              191,059                6,149
(Note 1)

Payments to Participants                  (78,184,356)         (41,789,341)            (181,611)            (424,683)
(Note 4)

Change in Unrealized Net
Appreciation                               61,581,145           74,704,075            7,674,513
(Depreciation) of
Investments

Realized Net Gain
  on Sale of Investments                   56,460,832          113,737,242            1,860,524

Interest Expense

Administrative Expenses                      (747,072)          (2,815,223)             (53,312)

Assets Transferred (Note 2)                12,832,799            2,489,000           26,046,401
                                      ---------------      ---------------      ---------------      ---------------

Net Increase (Decrease)                   146,410,532          222,980,250           37,667,760              190,397

Net Assets Available for
Benefits, Beginning of Year             1,128,026,446          763,942,975                                 7,151,867
                                      ---------------      ---------------      ---------------      ---------------

Net Assets Available for
Benefits, End of Year                 $ 1,274,436,978      $   986,923,225      $    37,667,760      $     7,342,264
                                      ===============      ===============      ===============      ===============

                                            Employee Stock Ownership
                                               Plan Trust Fund                      Total
                                          Allocated          Unallocated          Savings Plan
                                        -------------      --------------       ---------------
Employee Contributions                                                          $   155,687,234
(Note 3)

Employer Contributions                                     $     5,272,782           49,142,161
(Note 3 and 9)

Interest                                      117,993              72,360           48,816,881

Dividends                                     688,982            5,445,531           31,557,017
                                      ---------------      ---------------      ---------------

                                              806,975           10,790,673          285,203,293
Additions to (Deductions from)
Plan Equity:

Innotech  Transfer-In                                                                   465,561
(Note 1)

Payments to Participants                  (12,333,034)                             (184,041,171)
(Note 4)

Change in Unrealized Net
Appreciation                               52,114,532           (9,352,227)         212,196,940
(Depreciation) of
Investments

Realized Net Gain
  on Sale of Investments                    8,199,865                               209,056,334

Interest Expense                                                (4,269,437)          (4,269,437)

Administrative Expenses                                                              (4,931,380)

Assets Transferred (Note 2)                 8,854,332           (9,607,852)
                                      ---------------      ---------------      ---------------

Net Increase (Decrease)                    57,642,670          (12,438,843)         513,680,140

Net Assets Available for
Benefits, Beginning of Year               287,172,119          145,825,391        3,193,761,698
                                      ---------------      ---------------      ---------------

Net Assets Available for
Benefits, End of Year                 $   344,814,789      $   133,386,548      $ 3,707,441,838
                                      ===============      ===============      ===============

See Notes to Financial Statements

6

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Savings Plan (the "Plan") is a defined contribution plan which was established on June 1, 1982 for eligible salaried and non-union hourly employees of Johnson & Johnson ("J&J" or the "Company") and certain domestic subsidiaries. The Plan was designed to enhance the existing retirement program of eligible employees. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained in two Master Trust accounts, the Johnson & Johnson Savings Plan Trust ("Savings Plan Trust") and the Johnson & Johnson Pension Trust Fund ("Pension Trust Fund"), and transactions therein are executed by the trustee, Bankers Trust Company ("Bankers Trust"). The Savings Plan Trust and the Pension Trust Fund are allocated based upon the total of each individual participant's share of the Savings Plan Trust and the Pension Trust Fund.

Effective January 1, 1991, the Company implemented a Leveraged Employee Stock Ownership Plan ("ESOP") to supplement its existing
401(k) plan. The ESOP is a leveraged employee stock ownership plan and is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended, and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. The ESOP is used to fund an additional 25% match of employee contributions (referred to herein as the "ESOP contribution"). Additionally, the Company may elect to fund the employer 50% match of employee directed contributions with ESOP leveraged shares.

Initial funding for the ESOP was made through an advance from J&J of $100 million, which was used to purchase 1,554,800 shares of J&J common stock on the open market (which equates to 12,438,400 shares when adjusted for subsequent stock splits). Of these shares, 3,583,842 (adjusted for stock splits) remain unallocated as of December 31, 2000. These shares are allocated to Plan participants under a formula set forth in the ESOP note agreement (see note 3) relating to the advance from J&J. Accordingly, the financial statements of the Plan for the years 2000 and 1999 present separately the assets and liabilities and changes therein pertaining to:

(a) the accounts of employees with vested rights in allocated stock (Allocated) and

(b) stock not yet allocated to employees (Unallocated).

Each participant is entitled to exercise voting rights attributable to the shares allocated to their account. The Company is entitled to exercise voting rights attributable to unallocated shares.

7

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

1. Organization (Continued):

In the third quarter of 1998, Johnson & Johnson incorporated a "dividend pass-through" feature into the Plan. This feature allows a participant to receive cash for dividends paid on certain shares owned through the plan. To receive a dividend pass-through, it is contingent on the ownership of shares in the Johnson & Johnson Stock Fund and it does not apply to any share owned in the Employee Stock Ownership Plan Trust Fund. In order to receive dividend pass-through amounts, participant eligibility is based on the lesser of (a) 20% of the eligible compensation (annual base pay rate for the year plus 50% of prior calendar year commissions) and (b) IRS Pre-tax compensation limit ($10,500 in 2000) reduced by the estimated pre-tax contribution for the year (current pre-tax percentage multiplied by the eligible compensation for the year). For the 2000 and 1999 plan years, the dividend pass-through amounts recorded in the Plan statement of Changes in Net Assets Available for benefits with Fund information as dividend income and payments to participants were $9,312,968 and $8,407,284 respectively.

On April 1, 2000, the assets of the McFaul & Lyons 401(k) Profit Sharing Plan were transferred into the J&J Savings Plan. On July 3, 2000, the assets of the Mitek Products 401(k) Plan, the AcroMed
401(k) Profit Sharing Plan and the Nitinol Devices & Components
401(k) Plan were transferred into the J&J Savings Plan. On August 1, 2000, the assets of the Biopsys Medical Inc. 401(k) Plan were transferred into the Plan. On October 1, 1999, the assets of the Innotech 401(k) Retirement Plan were transferred into the Plan.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund and the ESOP, administered by Bankers Trust, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made.

The investments in the U.S. Government Securities (the "USGS Fund"), Fixed Interest, and Diversified Equity funds represent the Plan's share of assets in the Savings Plan Trust. The USGS Fund consists of short-term obligations that are issued or guaranteed by the U.S. Government. Investments are valued at cost which approximates market value. Deposits in group annuity contracts in the Fixed Interest Fund are recorded at their contract values which approximates fair value because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise.

8

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

The average yield of the Fixed Interest Fund was approximately 6.47% for 2000 and 6.56% for 1999. The crediting interest rate of the Fixed Interest Fund was approximately 6.54% for 2000 and 6.63% for 1999. The difference between the average yield and crediting interest rate is due to administrative charges paid by the Plan. The crediting interest rate for the investment contracts is either agreed to in advance with the issuer or varies based on an agreed to formula, but cannot be less than zero.

Equity investments and corporate obligations in the Diversified Equity Fund, managed by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc., are traded on a national securities exchange and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc. based on the prevailing market values of the underlying investments.

The Intermediate Bond Fund invests in various kinds of bonds, primarily corporate and U.S. government bonds. The Balanced Fund is invested in a mix of stocks, bonds, and real estate. The investment in these funds represents the Plan's share of the assets in the Pension Trust Fund. These investments are stated at fair value. Generally, they represent securities traded on a national securities exchange which are valued at the last reported sales price on the last business day of the year.

In the first quarter of 1999, the Company incorporated an additional fund to the Plan, the International Equity Fund. The International Equity Fund, managed by American Express Management and Capital Guardian Trust Company, invests primarily in equities sold on foreign exchange markets. These investments are valued at the last reported market sales price on the last business day of the year. The investment in the fund represents the Plan's share of the assets in the Pension Trust Fund.

The Loan Fund, consisting of participant loans, are valued at cost, which approximates fair value.

Temporary cash investments are stated at redemption value which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits with Fund information. With respect to the ESOP, transfers represent shares allocated to the participants.

9

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

Use of Estimates:

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits with Fund Information and the Statements of Changes in Net Assets Available for Benefits with Fund Information.

New Accounting Pronouncement:

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity recognize all derivatives and measure those instruments at fair value.

SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. Pursuant to SFAS No. 137, which amended SFAS No. 133, the Plan is required to adopt SFAS No. 133 effective January 1, 2001. Management has not yet been able to determine the impact of SFAS No. 133 on the Plan financial statements as a result of the inconsistency in accounting literature between SFAS No. 133, requiring derivatives to be measured at fair value, and the AICPA Audit and Accounting Guide on "Audits of Employee Benefits Plans" and Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans", requiring benefit responsive investment contracts (including synthetic GICs) to be measured at contract value. Until this discrepancy is resolved, management is unable to determine the impact that SFAS No. 133 will have on the Plan financial statements. The contract value of those instruments is $619,112,768 at December 31, 2000. The actual impact on the Plan's net asset available for plan benefits of adopting SFAS No. 133 will be made based on the derivative positions and hedging relationships at the date of adoption.

10

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

Other:

Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. Administrative charges are allocated monthly bases on the quarterly percentage of assets in each of the six investment funds.

All third party administrative expenses are paid by the Plan, except cost of entering new investment vehicles which are paid primarily by the Company.

3. Contributions:

Participating employees may contribute a minimum of 3% up to a maximum of 20% of their base salary plus 50 percent of eligible commissions in combinations of pre- and post-tax contributions. Pre-tax contributions may not exceed the smaller of 20% of their base salary including 50 percent of eligible commissions or $10,500 in 2000 and $10,000 in 1999. The Company contributes to the Plan an amount equal to 75% of the employee directed contributions of the participants up to a maximum of 6% of the employee's base salary and 50 percent of eligible commissions.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Such contributions, with the exception of the ESOP contribution, are invested in any of the seven investment funds at the direction of the participating employees. The 25% ESOP contribution is invested in J&J stock, except for employees over 55 years of age who may choose the alternative investments. ESOP shares are released from the unallocated portion of the ESOP each February following the payment of the loan (see Note 9), in accordance with the ESOP Trust Agreement. Shares released, in accordance with the ESOP note agreement, may be more or less than shares earned by participants. In the accompanying statements of net assets available for benefits, shares earned by participants in excess of those allocated have been reflected in the accompanying financial statements as assets designated for transfer.

11

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

4. Participant Accounts and Benefits:

All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant earnings on account balance, as defined.

Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

5. Loans to Participants:

Participants may borrow up to a maximum of 50% of their account balance or $50,000, whichever is less. Loans bear a market rate of interest plus 1% and are repayable within five years. Loans are secured by the balance in the participant accounts.

12

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments:

Investments held by the Plan as of December 31, 2000 are summarized as follows:

                                            Johnson & Johnson                    Employee Stock Ownership
                                               Stock Fund                            Plan Trust Fund
                                    ---------------------------------     ----------------------------------
                                       Fair Value          Cost              Fair Value           Cost
                                    ---------------------------------     ----------------------------------
Johnson & Johnson Common Stock      $1,425,005,192     $  615,594,662     $  549,281,019     $   82,408,354

Temporary Cash Investments               4,731,567          4,731,567          7,252,498          7,252,498
                                    --------------     --------------     --------------     --------------
                                    $1,429,736,759     $  620,326,229     $  556,533,517     $   89,660,852
                                    ==============     ==============     ==============     ==============


                                        Combined
                                       ----------
                                         Fair Value         Cost
                                       --------------------------------
Johnson & Johnson Common Stock         $1,974,286,211     $  698,003,016

Temporary Cash Investments                 11,984,065         11,984,065
                                       --------------     --------------
                                       $1,986,270,276     $  709,987,081
                                       ==============     ==============

The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits with Fund Information represent the Plan's share of investments (approximately 99.4% of fair value) held by the Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan for Union Represented Employees are summarized as follows:


Description                                             Fair Value             Cost
-----------                                         ---------------     ---------------
USGS Fund:
     U.S. Government Securities - Short Term        $    32,660,211     $    32,660,211
     Other*                                                 175,949             175,949

Fixed Interest Fund:
     Deposits in Group Annuity Contracts                621,356,598         621,356,598
     Other*                                               3,316,091           3,316,091

Diversified Equity Fund:
     Common Stocks                                    1,022,123,808         829,916,148
     Other*                                               9,195,791           9,195,791
                                                     --------------      --------------
                                                     $1,688,828,448      $1,496,620,788
                                                     ==============      ==============

* Other consists of interest and/or dividends receivable.

13

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments, (continued):

As of December 31, 2000, the investments in the Intermediate Bond, Balanced and International Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits with Fund Information represent the Plan's share of investments (approximately 9.3% of fair value) held by the Pension Trust Fund. Total investments held by the Pension Trust Fund on behalf of the Plan and the various J&J Pension Plans are summarized as follows:

Description                                        Fair Value          Cost
-----------                                     --------------      --------------
U.S. Government Securities - Short Term         $   98,442,135      $   95,126,914

U.S. Government Securities - Long Term             252,057,045         245,361,003

Corporate Bonds & Notes - Long Term                380,093,770         382,588,149

Common Stocks:
     Johnson & Johnson                             440,968,325          22,046,430
     Other                                       2,045,753,213       1,841,415,691

Preferred Stocks                                    14,803,313          13,969,322

Commingled Investment Funds                        281,904,670         264,422,934

Temporary Investments                              177,059,306         174,424,560

Other                                              208,921,241         208,921,241
                                             -----------------   -----------------
                                                $3,900,003,018     $3,248,276,244
                                                ==============     ==============

Investments held by the Plan as of December 31, 1999 are summarized as follows:

                                       Johnson & Johnson            Employee Stock Ownership
                                            Stock Fund                  Plan Trust Fund                      Combined
                                  ------------------------------   ----------------------------    ------------------------------
                                    Fair Value          Cost        Fair Value        Cost           Fair Value         Cost
                                  -----------------  ------------  --------------   -----------    --------------    ------------
Johnson & Johnson Common Stock    $  1,271,834,329   $556,635,747  $  516,545,250   $86,999,081    $1,788,379,579    $643,634,828

Temporary Cash Investments               2,606,707      2,606,707       6,589,176     6,589,176         9,195,883       9,195,883
                                  ----------------   ------------  --------------   -----------    --------------    ------------
                                  $  1,274,441,036   $559,242,454  $  523,134,426   $93,588,257    $1,797,575,462    $652,830,711
                                    ==============   ============  ==============   ===========    ==============    ============

14

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Investments, (continued):

As of December 31, 1999, the investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits with Fund Information represent the Plan's share of investments (approximately 99.5% of fair value) held by the Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan for Union Represented Employees are summarized as follows:

Description                                           Fair Value                Cost
-----------                                          --------------      --------------
USGS Fund:
     U.S. Government Securities - Short Term          $  29,313,150      $   29,313,150
     Other*                                                 142,201             142,201
Fixed Interest Fund:
     Deposits in Group Annuity Contracts                621,653,591         621,653,591
     Other*                                               3,363,553           3,363,553
Diversified Equity Fund:
     Common Stocks                                      992,698,523         700,989,649
     Other*                                                 758,881             758,881
                                                     --------------       -------------
                                                     $1,647,929,899      $1,356,221,025
                                                     ==============      ==============

* Other consists of interest and/or dividends receivable.

As of December 31, 1999, the investments in the Intermediate Bond and Balanced Funds reflected in the accompanying Statement of Net Assets Available for Benefits with Fund Information represent the Plan's share of investments (approximately 6.5% of fair value) held by the Pension Trust Fund. Total investments held by the Pension Trust Fund on behalf of the Plan and the various J&J Pension Plans are summarized as follows:

Description                                             Fair Value            Cost
-----------                                          --------------      --------------
 U.S. Government Securities - Short Term             $   19,517,115      $   19,433,889
 U.S. Government Securities - Long Term                 310,817,373         317,925,206
 Corporate Bonds & Notes - Long Term                    202,228,167         215,804,216
 Common Stocks:
      Johnson & Johnson                                 421,228,900          23,727,279
      Other                                           2,582,214,040       1,799,521,532

 Preferred Stocks                                        21,154,649          13,841,946
 Commingled Investment Funds                            234,314,860         195,153,996
 Temporary Investments                                   99,507,974         100,313,591
 Other                                                   24,206,592          24,231,052
                                                     --------------      --------------
                                                     $3,915,189,670      $2,709,952,707
                                                     ==============      ==============

15

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

7. Tax Status:

The Internal Revenue Service has determined and informed the Company by a letter dated April 25, 1996, that the Plan and the Savings Plan Trust and the Pension Trust Fund are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

8. Termination Priorities:

The Company has the right to terminate the Plan at any time, and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

9. Indebtedness:

In connection with the formation of the Plan's ESOP feature, the Plan borrowed $100 million from Johnson & Johnson for the purpose of purchasing J&J common stock. The note bears interest at 9% and is payable through February 15, 2005. The Company is obligated to make contributions in cash to the ESOP which, when aggregated with the ESOP's dividends and interest earnings, equal the amount necessary to enable the ESOP to make its regularly scheduled payments of principal and interest due on the term loan.

Aggregate maturities for the next five years are as follows:

2001                 7,664,462
2002                 8,082,746
2003                 8,548,156
2004                 9,064,538
2005                 5,919,055
                   -----------
                   $39,278,957
                   ===========

In the event of Plan termination or of termination of the ESOP portion of the Plan, any unallocated shares shall be sold to the Company or on the open market. The proceeds of such sale shall be used to satisfy the outstanding principal and interest. The Company has no rights against shares once they are allocated under the ESOP.

10. Concentrations of Credit Risk:

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions.

16

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

10. Concentrations of Credit Risk (Continued):

The Fixed Interest Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired.

11. Subsequent Events:

On January 1, 2001, the trustee for the Plan changed to State Street Bank from Bankers Trust. This change has no affect on Plan participants or the Plan's funds.

On April 26, 2001, the Company announced a two-for-one stock split to holders of record on May 22, 2001 and effective on June 12, 2001. The stock split does not impact the value of any of the Plan's investment funds. However, all shares information in these financial statements have been adjusted to reflect the two-for-one stock split effective June 12, 2001.

17

JOHNSON & JOHNSON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

12. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                          December 31,        December 31,
                                                             2000                 1999
                                                        ---------------      ---------------
Net Assets Available for Benefits
  Per the Financial Statements                          $ 3,996,277,660      $ 3,707,441,838
Amounts Allocated to Withdrawing Participants               (12,150,594)          (6,895,528)
                                                        ---------------      ---------------
Net Assets Available for Benefits Per the Form 5500     $ 3,984,127,066      $ 3,700,546,310
                                                        ===============      ===============

                                                               Year Ended         Year Ended
                                                               December 31,       December 31,
                                                                   2000                1999
                                                               --------------     -------------
Benefits Paid to Participants Per the Financial Statements     $ 217,806,278      $ 184,041,171
Add: Amounts Allocated to Withdrawing Participants at
       December 31, 2000 and 1999                                 12,150,594          6,895,528
Less: Amounts Allocated to Withdrawing Participants
       at December 31, 1999 and 1998                              (6,895,528)        (8,151,647)
                                                               -------------      -------------
Benefits Paid to Participants Per the Form 5500                $ 223,061,344      $ 182,785,052
                                                               =============      =============

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2000 and 1999 but not yet paid as of that date.

18

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FORM 5500 SCHEDULE H - PART IV - 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2000

FACE AMOUNT
OR SHARES            ISSUES                        COST            FAIR VALUE
-----------          ------                      -------------    --------------
                     J&J STOCK FUND

                     Common Stock

27,086,204 shs.      Johnson & Johnson            $615,594,662    $1,425,005,192

                     Temporary Investments

$4,731,567           BT Pyramid Directed
                     Account Cash Fund               4,731,567         4,731,567
                                                  ------------    --------------

                     Total J&J Stock Fund         $620,326,229    $1,429,736,759
                                                  ============    ==============

EMPLOYEE STOCK OWNERSHIP PLAN TRUST FUND

                     Common Stock
10,440,620 shs.      Johnson & Johnson            $82,408,354      $549,281,019


                     Temporary Investment

$7,252,498           BT Pyramid Directed
                     Account Cash Fund              7,252,498         7,252,498
                                                  -----------      ------------

                     Total ESOP Trust Fund        $89,660,852      $556,533,517
                                                  ===========      ============

19

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FORM 5500 SCHEDULE H - PART IV - 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2000

FACE AMOUNT               ISSUES                                    FAIR VALUE
-----------               ------                                    ----------

                     Loan Fund

$5,940,765           Loans to Participants
                     (Fixed Interest rate based on the prime
                     lending rate plus one percentage
                     point.   The repayment period is
                     from one to five years.)                       $5,940,765

 1,266,815           Interest Receivable                             1,266,815
                                                                    ----------
                     Total Loan Fund                                $7,207,580
                                                                    ==========

20

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FORM 550 SCHEDULE H - PART IV - 4J
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000

                                                       DISPOSED                                        ACQUIRED
                                ----------------------------------------------------------   --------------------------------
SECURITY/PARTY                                                                  GAIN/
DESCRIPTION                     SALES          COSTS           PROCEEDS        (LOSS)        PURCHASES               COSTS
                                -----      ------------        --------        ------        ---------            ------------
                               (# of                                                        (# of
                            Transactions)                                                   Transactions)
SERIES OF TRANSACTIONS:

      BT Pyramid Directed
      Account-Cash Fund         (a)        $133,093,146       $133,093,146     $   -         (a)                    $131,699,228

      Johnson & Johnson
      Common Stock                                                                           165                    $ 75,602,914

(a) Trustee is unable to provide detailed information on the number of transactions.

21


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-40294) of Johnson & Johnson of our report dated June 15, 2001 relating to the financial statements and financial statement schedules of the Johnson & Johnson Savings Plan, which appears in this Form 11-K.


/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 25, 2001


 

 

Exhibit 99(a)(ii)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended December 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215

JOHNSON & JOHNSON
RETIREMENT SAVINGS PLAN

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)


Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information as of December 31, 2000 and 1999

Statements of Changes in Net Assets Available for Benefits with Fund Information for the Years Ended December 31, 2000 and 1999

Notes to Financial Statements

Supplemental Schedules:
Form 5500 Schedule H -- Part IV -- 4I - Schedule of Assets (Held at End of Year) at December 31, 2000

Form 5500 Schedule H -- Part IV -- 4J - Schedule of Reportable Transactions for the Year Ended December 31, 2000

Consent of PricewaterhouseCoopers LLP, dated June 25, 2001

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN


                                    By: /s/ R. J. Darretta
                                        ----------------------------
                                          R. J. Darretta
                                          Chairman, Pension Committee
June 25, 2001



JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

As of and for the years ended
December 31, 2000 and 1999

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN

                                      INDEX


Report of Independent Accountants                                          2

Financial Statements:
         Statements of Net Assets Available for Benefits with
         Fund Information as of December 31, 2000 and 1999                 3

         Statements of Changes in Net Assets Available for
         Benefits with Fund Information for the Years Ended
         December 31, 2000 and 1999                                        4

Notes to Financial Statements                                              5-10

Supplemental Schedules:
         Form 5500 Schedule H - Part IV- 4I - Schedule of Assets
         (Held at End of Year) at December 31, 2000                        11

         Form 5500 Schedule H - Part IV - 4J - Schedule of
Reportable Transactions for the Year Ended December 31, 2000               12

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Retirement Savings Plan (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 15, 2001

2

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 2000 and 1999


                                                                             PARTICIPANT DIRECTED
                                               -----------------------------------------------------------------------
                                                                               2000
                                               -----------------------------------------------------------------------
                                                 Short-Term            J&J                                   Total
                                               Investment Fund      Stock Fund          Equity Fund       Savings Plan
                                               ---------------      ----------         -----------       -------------
ASSETS:
Investments at Fair Value (Notes 2 and 5)        $ 4,445,742        $84,576,085        $ 5,778,407        $94,800,234
                                                 -----------        -----------        -----------        -----------
Total Assets                                       4,445,742         84,576,085          5,778,407         94,800,234
                                                 -----------        -----------        -----------        -----------

LIABILITIES:

Accrued Expenses                                          --                 --                 --                 --
                                                 -----------        -----------        -----------        -----------
Net Assets Available for Benefits                $ 4,445,742        $84,576,085        $ 5,778,407        $94,800,234
                                                 ===========        ===========        ===========        ===========


                                                                          PARTICIPANT DIRECTED
                                                 ---------------------------------------------------------------------
                                                                                  1999
                                                 ---------------------------------------------------------------------
                                                      Short-Term       J&J                                Total
                                                  Investment Fund    Stock Fund         Equity Fund      Savings Plan
                                                  ---------------    ----------        -------------    ------------
ASSETS:
Investments at Fair Value (Notes 2 and 5)         $ 4,323,235        $71,651,424        $ 5,314,379        $81,289,038
                                                  -----------        -----------        -----------        -----------
Total Assets                                        4,323,235         71,651,424          5,314,379         81,289,038
                                                  -----------        -----------        -----------        -----------

LIABILITIES:

Accrued Expenses                                        1,703             26,855              1,999             30,557
                                                  -----------        -----------        -----------        -----------
Net Assets Available for Benefits                 $ 4,321,532        $71,624,569        $ 5,312,380        $81,258,481
                                                  ===========        ===========        ===========        ===========

See Notes to Financial Statements

3

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
with FUND INFORMATION
For The Years Ended December 31, 2000 and 1999

                                                                                  PARTICIPANT DIRECTED
                                                         -------------------------------------------------------------------
                                                                                        2000
                                                         ------------------------------------------------------------------
                                                           Short-Term         J&J                               Total
                                                         Investment Fund   Stock Fund         Equity Fund      Savings Plan
                                                         ---------------   ----------        -------------     ------------
Employee Contributions (Note 3)                          $    499,726      $  6,395,140      $    704,313      $  7,599,179

Employer Contributions (Note 3)                                 6,573         3,298,161               319         3,305,053

Interest                                                      105,460            30,687                             136,147

Dividends                                                     162,718           993,168           452,283         1,608,169
                                                         ------------      ------------      ------------      ------------
                                                              774,477        10,717,156         1,156,915        12,648,548

Additions to (Deductions from) Net Assets:

Payments to Participants (Note 4)                            (638,240)      (10,252,939)         (560,905)      (11,452,084)

Change in Unrealized Net
Appreciation (Depreciation)  of Investments                                  10,124,764          (359,101)        9,765,663

Realized Net Gain on Sale of Investments                                      2,711,707           108,578         2,820,285

Administrative Expenses                                       (13,027)         (211,172)          (16,460)         (240,659)

Assets Transferred (Note 2)                                     1,000          (138,000)          137,000
                                                         ------------      ------------      ------------      ------------

Net Increase (Decrease)                                       124,210        12,951,516           466,027        13,541,753

Net Assets Available for Benefits, Beginning of Year        4,321,532        71,624,569         5,312,380        81,258,481
                                                         ------------      ------------      ------------      ------------

Net Assets Available for Benefits, End of Year           $  4,445,742      $ 84,576,085      $  5,778,407      $ 94,800,234
                                                         ============      ============      ============      ============

                                                                               PARTICIPANT DIRECTED
                                                          -------------------------------------------------------------------
                                                                                       1999
                                                          -------------------------------------------------------------------
                                                             Short-Term         J&J                                Total
                                                          Investment Fund     Stock Fund       Equity Fund       Savings Plan
                                                          ---------------    ------------       -----------       ------------
Employee Contributions (Note 3)                            $    656,872      $  5,940,740      $    740,056      $  7,337,668

Employer Contributions (Note 3)                                  11,511         3,399,925               684         3,412,120

Interest                                                                           34,233                              34,233

Dividends                                                       216,639           858,399           533,275         1,608,313
                                                           ------------      ------------      ------------      ------------
                                                                885,022        10,233,297         1,274,015        12,392,334

Additions to (Deductions from) Net Assets:

Payments to Participants (Note 4)                              (639,181)       (9,704,709)         (513,280)      (10,857,170)

Change in Unrealized Net
Appreciation (Depreciation)  of Investments                                       752,584            41,134           793,718

Realized Net Gain on Sale of Investments                                        3,265,396           198,147         3,463,543

Administrative Expenses                                         (17,970)         (288,461)          (20,220)         (326,651)

Assets Transferred (Note 2)                                    (294,500)          589,000          (294,500)
                                                           ------------      ------------      ------------      ------------

Net Increase (Decrease)                                         (66,629)        4,847,107           685,296         5,465,774

Net Assets Available for Benefits, Beginning of Year          4,388,161        66,777,462         4,627,084        75,792,707
                                                           ------------      ------------      ------------      ------------

Net Assets Available for Benefits, End of Year             $  4,321,532      $ 71,624,569      $  5,312,380      $ 81,258,481
                                                           ============      ============      ============      ============

See Notes to Financial Statements

4

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Retirement Savings Plan (the "Plan") is a defined contribution plan which was established on March 1, 1990 for eligible employees of certain subsidiaries of Johnson & Johnson ("J&J" or the "Company") located in Puerto Rico which have adopted the Plan. The Plan was designed to provide eligible employees with an opportunity to strengthen their financial security at retirement by providing an incentive to save and invest regularly. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained and transactions therein are executed by the trustee, Banco Popular de Puerto Rico.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund, administered by Banco Popular de Puerto Rico, are valued at the closing market price on the last business day of the year. Equity investments in the Equity Fund, managed by the Capital Research and Management Company, represent shares of a registered investment company and are valued at the quoted market price which represents the net asset value of shares held by the Plan at year-end.

The cost of equity investments in the Johnson & Johnson Stock Fund is recorded at the average market price of the stock transactions for the month during which the contribution is made. Units in the Equity Fund are purchased throughout the month at the prevailing quoted market price on those dates.

Deposits in short-term investments in the Short-Term Investment Fund are principally purchases of shares of the Prime Portfolio of Vanguard Money Market Reserves, Inc. The Portfolio invests in securities which mature in less than one year. The value of this portfolio is the market value on the last business day of the year.

Temporary cash investments are stated at redemption value which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits with Fund Information.

5

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

Use of Estimates:

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits with Fund Information and the Statements of Changes in Net Assets Available for Benefits with Fund Information.

Other:

Interest and dividend income are recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method.

All third party administrative expenses are paid by the Plan, except costs of entering new investment vehicles which are paid primarily by J&J.

3. Contributions:

Participating employees may contribute a minimum of 3% up to a maximum of 10% pre-tax and/or 1% to 10% post-tax of their base salary. Annual pre-tax contributions may not exceed $8,000 in 2000 or 1999 under Puerto Rico law. In 2000, the Company contributes to the Plan, out of current or accumulated profits, an amount equal to 75% of the employee's pre-tax contributions for the Plan year up to a maximum of 6% and in 1999, the company contributes to the Plan, out of current or accumulated profits, an amount equal to 66-2/3% of the employee's pre-tax contributions for the Plan year.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of participants. Employee contributions are to be invested in any of the three investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund, except for participants over the age of 50, who may choose the alternative investments.

6

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

4. Participant Accounts and Benefits:

All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant's earnings or account balance, as defined.

Participants are allowed to withdraw their after-tax contributions and earnings thereon, at any time. Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

7

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments held by the Plan as of December 31, 2000 and 1999 are summarized as follows:

                                                                            December 31, 2000
                                                                            -----------------
                                  Short-Term             Johnson & Johnson
                                Investment Fund             Stock Fund                Equity Fund                  Total
                                ---------------             ----------                -----------                  -----
                              Fair Value      Cost      Fair Value     Cost       Fair Value      Cost      Fair Value      Cost
                              ----------      ----      ----------     ----       ----------      ----      ----------      ----
Common Stocks:
        Johnson & Johnson                              $84,223,754  $39,057,448                            $84,223,754  $39,057,448
        Mutual Funds                                                             $ 5,778,407  $ 5,075,683    5,778,407    5,075,683

Temporary Cash
        Investments          $ 4,445,742  $ 4,445,742      352,331      352,331                              4,798,073    4,798,073
                             -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                             $ 4,445,742  $ 4,445,742  $84,576,085  $39,409,779  $ 5,778,407  $ 5,075,683  $94,800,234  $48,931,204
                             ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========

8

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments (Continued):

                                                                            December 31, 2000
                                                                            -----------------
                                  Short-Term             Johnson & Johnson
                                Investment Fund             Stock Fund                Equity Fund                  Total
                                ---------------             ----------                -----------                  -----
                              Fair Value      Cost      Fair Value     Cost       Fair Value      Cost      Fair Value      Cost
                              ----------      ----      ----------     ----       ----------      ----      ----------      ----
Common Stocks:
        Johnson & Johnson                              $70,955,588  $35,914,046                            $70,955,588  $35,914,046
        Mutual Funds                                                             $ 5,314,379  $ 4,252,553    5,314,379    4,252,553

Temporary Cash
        Investments          $ 4,323,235  $ 4,323,235      695,836      695,836                              5,019,071    5,019,071
                             -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                             $ 4,323,235  $ 4,323,235  $71,651,424  $36,609,882  $ 5,314,379  $ 4,252,553  $81,289,038  $45,185,670
                             ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========

9

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Plan constitutes as a qualified plan under Section 165(a) of the Puerto Rico Income Tax Act of 1954 as amended, (the "ITA"), and the Plan and the related trust accounts are exempt from Puerto Rico income taxes under Section 165(a) and 165(e) of the ITA.

The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Puerto Rico tax code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                                  December 31,
                                                             2000               1999
                                                         ------------       ------------
Net Assets Available for Benefits
Per the Financial Statements                             $ 94,800,234       $ 81,258,481
Amounts Allocated to Withdrawing Participants              (1,252,098)          (601,685)
                                                         ------------       ------------
Net Assets Available for Benefits Per the Form 5500      $ 93,548,136       $ 80,656,796
                                                         ============       ============

                                                                          Years Ended
                                                                          December 31,
                                                                    2000               1999
                                                                ------------       ------------
Benefits Paid to Participants Per the Financial Statements      $ 11,452,084       $ 10,857,170
Add: Amounts Allocated to Withdrawing Participants at
        December 31, 2000 and 1999                                 1,252,098            601,685
Less: Amounts Allocated to Withdrawing Participants
        at December 31, 1999 and 1998                               (601,685)          (542,913)
                                                                ------------       ------------
Benefits Paid to Participants Per the Form 5500                 $ 12,102,497       $ 10,915,942
                                                                ============       ============

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2000 and 1999 but not yet paid as of that date.

9. Subsequent Events:

On April 26, 2001, the Company announced a two-for-one stock split to holders of record on May 22, 2001 and effective on June 12, 2001. However, all share information in these financial statements have been adjusted to reflect the two-for-one stock split effective June 12, 2001.

10

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
FORM 5500 SCHEDULE H - PART IV- 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2000

FACE AMOUNT
OR SHARES                         ISSUES                                COST          FAIR VALUE
---------                         ------                             -----------      ----------
                                 J&J STOCK FUND

                      Common Stock


1,603,300 shs.        Johnson & Johnson                              $39,057,448      $84,223,754

                      Temporary Investments

$352,331              U.S. Treasury Obligations                          352,331          352,331
                                                                     -----------      -----------

                      Total J&J Stock Fund                           $39,409,779      $84,576,085
                                                                     ===========      ===========


                           SHORT-TERM INVESTMENT FUND

                      Money Market funds
                      Vanguard Money Market
                      Reserves Prime
$4,445,742            Portfolio                                      $ 4,445,742      $ 4,445,742
                                                                     ===========      ===========


                                   EQUITY FUND

                      Mutual Funds

186,040.143 shs.      Investment Company of America                  $ 5,075,683      $ 5,778,407
                                                                     ===========      ===========

11

JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN
FORM 5500 SCHEDULE H - PART IV- 4J
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000

                                                   DISPOSED                                  ACQUIRED
                             --------------------------------------------------       -----------------------
SECURITY/PARTY                                                           GAIN/
DESCRIPTION                  SALES         COSTS       PROCEEDS          (LOSS)       PURCHASES       COSTS
                             -----         -----       --------          ------       ---------     ---------
                              (# of Transactions)                                     (# of Transactions)
SERIES OF TRANSACTIONS:

Johnson & Johnson
Common Stock                     5        $ 414,203    $ 759,582         345,379         10         $1,558,703

12

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-32875) of Johnson & Johnson of our report dated June 15, 2001 relating to the financial statements and financial statement schedules of the Johnson & Johnson Retirement Savings Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 25, 2001

 


 

Exhibit 99(a)(iii)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 11-K


[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended December 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 1-3215


JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

(Full title of the Plan)

JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933

(Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office)


Item 4. Financial Statements and Exhibits

Report of Independent Accountants

Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information as of December 31, 2000 and 1999

Statements of Changes in Net Assets Available for Benefits with Fund Information for the Years Ended December 31, 2000 and 1999

Notes to Financial Statements

Supplemental Schedules:
Form 5500 Schedule H -- Part IV -- 4I - Schedule of Assets (Held at End of Year) at December 31, 2000

Form 5500 Schedule H -- Part IV -- 4J - Schedule of Reportable Transactions for the Year Ended December 31, 2000

Consent of PricewaterhouseCoopers LLP, dated June 25, 2001

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES


                               By: /s/ R. J. Darretta
                                   ------------------------------------
                                        R. J. Darretta
                                        Chairman, Pension Committee
June 25, 2001



JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES

AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2000 AND 1999

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES

INDEX

Report of Independent Accountants                                                                2

Financial Statements:
            Statements of Net Assets Available for Benefits with
            Fund Information as of December 31, 2000 and 1999                                  3-4

            Statements of Changes in Net Assets Available for
            Benefits with Fund Information for the Years Ended
            December 31, 2000 and 1999                                                         5-6

Notes to Financial Statements                                                                 7-14

Supplemental Schedules:
            Form 5500 Schedule H - Part IV- 4I - Schedule of Assets
            (Held at End of Year) at December 31, 2000                                          15

            Form 5500 Schedule H - Part IV - 4J - Schedule of
               Reportable Transactions for the Year Ended December 31, 2000                     16

1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Pension and Benefits Committees of Johnson & Johnson

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 15, 2001

2

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 2000


                                                                            PARTICIPANT DIRECTED
                                              ------------------------------------------------------------------------------------
                                                                 Fixed              J&J            Diversified           Total
                                              USGS Fund      Interest Fund       Stock Fund        Equity Fund        Savings Plan
                                              ---------      -------------       ----------        -----------        ------------
ASSETS:

Deposits in Group Annuity Contracts (Note 2)                   $2,243,829                                              $ 2,243,829

Investments at Fair Value (Notes 2 and 5)                                       $24,729,781                             24,729,781

Investments in Master Trust (Notes 2 and 5)   $1,161,316                                            $6,405,424           7,566,740

Accrued Dividends and Interest Receivable          6,566           12,289               936                                 19,791
                                              ----------       ----------       -----------         ----------         -----------





Net Assets Available for Benefits             $1,167,882       $2,256,118      $ 24,730,717        $ 6,405,424        $ 34,560,141
                                              ==========       ==========      ============        ===========        ============

See Notes to Financial Statements

3

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
As of December 31, 1999

                                                                            PARTICIPANT DIRECTED
                                              -----------------------------------------------------------------------------------
                                                               Fixed                 J&J         Diversified             Total
                                              USGS Fund    Interest Fund          Stock Fund     Equity Fund         Savings Plan
                                              ---------    -------------          ----------     -----------         ------------
ASSETS:
Deposits in Group Annuity Contracts (Note 2)                  $2,158,369                                                $2,158,369

Investments at Fair Value (Notes 2 and 5)                                        $21,114,345                            21,114,345

Investments in Master Trust (Notes 2 and 5)   $1,067,057                                           $6,096,157            7,163,214

Accrued Dividends and Interest Receivable          5,108          11,678                                4,660               21,446
                                               ---------       ---------         -----------       ----------          -----------



                      Total Assets             1,072,165       2,170,047          21,114,345        6,100,817           30,457,374
                                               ---------       ---------         -----------       ----------          -----------




LIABILITIES:

Accrued Transfers                                    500         10,200               (8,500)          (2,200)
                                               ---------       ---------         -----------       ----------          -----------



Net Assets Available for Benefits             $1,071,665     $2,159,847          $21,122,845       $6,103,017          $30,457,374
                                              ==========     ==========          ===========       ==========          ===========

See Notes to Financial Statements

4

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 2000

                                                                            PARTICIPANT DIRECTED
                                              --------------------------------------------------------------------------------------
                                                                   Fixed             J&J               Diversified          Total
                                              USGS Fund       Interest Fund      Stock Fund           Equity Fund       Savings Plan
                                              ---------       -------------      ----------           -----------       ------------
Employee Contributions (Note 3)                $125,955        $244,619       $1,604,774               $777,495      $ 2,752,843

Employer Contributions  (Note 3)                                                 596,636                                 596,636

Interest                                         71,623         140,248            5,124                                 216,995

Dividends                                                                        289,133                 74,567          363,700
                                              ---------         --------      -----------              ---------      -----------
                                                197,578         384,867        2,495,667                852,062        3,930,174

Additions to (Deductions from) Net Assets:

Payments to Participants (Note 4)               (82,066)       (187,751)      (1,649,755)              (500,902)      (2,420,474)

Change in Unrealized Net Appreciation
(Depreciation) of Investments                                                  2,017,940               (633,252)       1,384,688

Realized Net Gain on Sale of Investments                                         633,831                527,997        1,161,828

Realized Net Gain on Stock Distributed                                           188,600                                 188,600

Assets Transferred (Note 2)                   (14,100)          (91,000)          14,800                 90,300

Administrative Expenses                        (5,195)           (9,845)         (93,211)               (33,798)        (142,049)
                                             --------          --------      -----------               ---------       ---------


Net Increase                                   96,217            96,271        3,607,872                302,407        4,102,767

Net Assets Available for Benefits,
  Beginning of Year                         1,071,665         2,159,847       21,122,845              6,103,017       30,457,374
                                            ---------         ---------      -----------              ---------      -----------


Net Assets Available for Benefits,
  End of Year                              $1,167,882        $2,256,118      $24,730,717             $6,405,424      $34,560,141
                                           ==========        ==========      ===========             ==========      ===========

See Notes to Financial Statements

5

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS with FUND INFORMATION
For The Year Ended December 31, 1999

                                                                           PARTICIPANT DIRECTED
                                                   ---------------------------------------------------------------------------------
                                                                     Fixed               J&J         Diversified          Total
                                                   USGS Fund      Interest Fund       Stock Fund      Equity Fund       Savings Plan
                                                   ---------      -------------       ----------      -----------       ------------
Employee Contributions (Note 3)                     $148,108         $291,978        $1,621,497         $766,490         $2,828,073

Employer Contributions  (Note 3)                                                        634,338                             634,338

Interest                                              52,873          128,999             3,028                             184,900

Dividends                                                                               236,370           64,005            300,375
                                                    ---------        ---------       ----------         ---------        ----------
                                                     200,981          420,977         2,495,233          830,495          3,947,686

Additions to (Deductions from) Net Assets:

Payments to Participants (Note 4)                    (38,977)         (58,285)       (1,047,051)        (247,632)        (1,391,945)

Change in Unrealized Net Appreciation
 (Depreciation) of Investments                                                        1,107,538          455,063          1,562,601

Realized Net Gain on Sale of Investments                                                812,749          684,799          1,497,548

Realized Net Gain on Stock Distributed                                                  177,916                             177,916

Assets Transferred (Note 2)                          (67,300)         (65,800)          194,400          (61,300)

Administrative Expenses                               (6,641)         (12,011)         (123,465)         (33,805)          (175,922)
                                                   ---------        ---------        ----------        ---------         ----------
Net Increase                                          88,063          284,881         3,617,320        1,627,620          5,617,884

Net Assets Available for Benefits,
  Beginning of Year                                  983,602        1,874,966        17,505,525        4,475,397         24,839,490
                                                   ---------        ---------        ----------         ---------        ----------
Net Assets Available for Benefits,
  End of Year                                     $1,071,665       $2,159,847      $21,122,845        $6,103,017        $30,457,374
                                                  ==========       ==========      ===========        ==========        ===========

See Notes to Financial Statements

6

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS

1. Organization:

The Johnson & Johnson Savings Plan for Union Represented Employees (the "Plan") is a defined contribution plan which was established on January 1, 1993 by Johnson & Johnson ("J&J" or the "Company"). The Plan was designed to enhance the existing retirement program of eligible employees covered under collective bargaining agreements with the Company. The funding of the Plan is made through employee and Company contributions. The assets of the Plan are maintained in the Johnson & Johnson Savings Plan Master Trust (the "Trust") and transactions therein are executed by the trustee, Bankers Trust Company ("Bankers Trust"). The Johnson & Johnson Savings Plan Trust is allocated based upon the total of each individual participant's share of the Trust.

2. Summary of Significant Accounting Policies:

Valuation of Investments:

Equity investments in the Johnson & Johnson Stock Fund, administered by Bankers Trust, are valued at the average of the high and low market price on the last business day of the year. The cost of equity investments in the Johnson & Johnson Stock Fund are recorded at the average market price of the stock transactions for the month during which the contribution is made.

The investments in the U.S. Government Securities ("USGS"), Fixed Interest and Diversified Equity Funds represent the Plan's share of assets in the Johnson & Johnson Savings Plan Trust. The USGS Fund consists of short-term obligations that are issued or guaranteed by the U.S. Government. Investments are valued at cost, which approximates market value. Deposits in group annuity contracts in the Fixed Interest Fund are recorded at their contract value, which approximates fair value, because these investments have fully benefit-responsive features. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by employer initiated events, such as in connection with the sale of a business, may result in a distribution at other than contract value. There are no reserves against contract values for credit risk of contract issuers or otherwise. The average yield and crediting interest rate of the Fixed Interest Fund was 6.05% for 2000 and 5.99% for 1999. The crediting interest rate for the investment contracts is either agreed-to in advance with the issuer or varies based on an agreed-to formula, but cannot be less than zero.

7

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

2. Summary of Significant Accounting Policies (Continued):

Equity investments and corporate obligations in the Diversified Equity Fund, managed by the Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc., are traded on a national securities exchange and are valued at the last reported market sales price on the last business day of the year. Investments in the Diversified Equity Fund are purchased periodically by Capital Guardian Trust Company and J.P. Morgan Investment Management, Inc. based on the prevailing market values of the underlying investments.

Temporary cash investments are stated at redemption value which approximates fair value.

Transfers:

Transfers among funds, which are made at the participant's election, have been presented as assets transferred in the Statement of Changes in Net Assets Available for Benefits with Fund Information.

Use of Estimates:

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties:

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits with Fund Information and the Statements of Changes in Net Assets Available for Benefits with Fund Information.

8

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

New Accounting Pronouncement:

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity recognize all derivatives and measure those instruments at fair value.

SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. Pursuant to SFAS No. 137, which amended SFAS No. 133, the Plan is required to adopt SFAS No. 133 effective January 1, 2001. Management has not yet been able to determine the impact of SFAS No. 133 on the Plan financial statements as a result of the inconsistency in accounting literature between SFAS No. 133, requiring derivatives to be measured at fair value, and the AICPA Audit and Accounting Guide on "Audits of Employee Benefits Plans" and Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans", requiring benefit responsive investment contracts (including synthetic GICs) to be measured at contract value. Until this discrepancy is resolved, management is unable to determine the impact that SFAS 133 will have on the Plan financial statements. The contract value of those instruments is $2,243,829 at December 31, 2000. The actual impact on the Plan's net asset available for plan benefits of adopting SFAS No. 133 will be made based on the derivative positions and hedging relationships at the date of adoption.

Other:

Interest and dividend income is recorded as earned on the accrual basis. Purchases and sales of investment securities are reflected on a trade-date basis. Gains and losses on sales of investment securities are determined on the average cost method. Third party administrative expenses are paid by the Plan, except costs of entering new investment vehicles which will be paid primarily by the Company.

9

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

3. Contributions:

Participating employees may contribute a minimum of $0.16 per hour up to a maximum of $1.60 per hour, depending on the negotiated contract rate, of the first forty hours worked in each payroll week. All contributions are on a pre-tax basis. Annual pre-tax contributions may not exceed $10,500 in 2000 or $10,000 in 1999. The Company contributes to the Plan, out of current or accumulated profits, an amount equal to 25% or 40% (depending on the negotiated collective bargaining agreement) of the employee directed contributions on the first $0.16 to $0.80 per hour, directly into J&J common stock.

Contributions are made to the Plan by participants through payroll deductions and by the Company on behalf of the participants. Employee contributions are to be invested in any of the four investment funds at the direction of the participating employees. All Company contributions are made to the J&J Stock Fund.

4. Participant Accounts and Benefits:

All participants are fully vested in their contributions and the Company match. The benefit to which a Plan participant is entitled is the amount provided by contributions (Company and participant) and investment earnings thereon (including net realized and unrealized investment gains and losses) which have been allocated to such participant's account balance. Allocations are based on participant's earnings or account balances, as defined.

Participants may withdraw before-tax contributions only upon meeting certain hardship conditions.

10

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments:

Investments held by the Plan as of December 31, 2000 are summarized as follows:

                                                         Johnson & Johnson
                                                            Stock Fund
                                                            ----------
                                                    Fair Value         Cost
                                                    ----------         ----
Johnson & Johnson Common Stock                     $24,487,325    $12,882,509
Temporary Cash Investments                             242,456        242,456
                                                   -----------    -----------
                                                   $24,729,781     $13,124,965
                                                   ===========     ===========

The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.6% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Savings Plan Trust on behalf of the Plan and the Johnson & Johnson Savings Plan (for salaried and non-union hourly employees of the Company) are summarized as follows:

Description                                                    Fair Value                 Cost
-----------                                                    ----------                 ----
USGS Fund:
    U.S. Government Securities - Short Term                    $32,660,210           $32,660,210
    Other*                                                         175,949               175,949

Fixed Interest Fund:
    Deposits in Group Annuity Contracts                        621,356,598           621,356,598
    Other*                                                       3,316,091             3,316,091

Diversified Equity Fund:
    Common Stocks                                            1,038,399,937           846,192,276
    Other*                                                     (7,080,338)           (7,080,338)
                                                            --------------        --------------

                                                            $1,688,828,447        $1,496,620,786
                                                            ==============        ==============

* Other consists of interest and/or dividends receivable and/or brokers payable.

11

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments (Continued):

Investments held by the Plan as of December 31, 1999 are summarized as follows:

                                                     Johnson & Johnson
                                                        Stock Fund
                                                        ----------
                                                Fair Value          Cost
                                                ----------          ----
Johnson & Johnson Common Stock                  $21,077,906       $11,491,030
Temporary Cash Investments                           36,439            36,439
                                                -----------       -----------

                                                $21,114,345       $11,527,469
                                                ===========       ===========

The investments in the USGS, Fixed Interest, and the Diversified Equity Funds reflected in the accompanying Statement of Net Assets Available for Benefits represent the Plan's share of investments (approximately 0.6% of fair value) held by the Johnson & Johnson Savings Plan Trust. Total investments held by the Trust on behalf of the Plan and the Johnson & Johnson Savings Plan (for salaried and non-union hourly employees of the Company) are summarized as follows:

Description                                                   Fair Value               Cost
-----------                                                   ----------               ----

USGS Fund:
    U.S. Government Securities - Short Term                    $29,313,150           $29,313,150
    Other*                                                         142,201               142,201

Fixed Interest Fund:
    Deposits in Group Annuity Contracts                        621,653,591           621,653,591
    Other*                                                       3,363,553             3,363,553

Diversified Equity Fund:
    Common Stocks                                              992,698,523           700,989,649
    Other*                                                         758,881               758,881
                                                           ---------------       ---------------

                                                            $1,647,929,899        $1,356,221,025
                                                            ==============        ==============

* Other consists of interest and/or dividends receivable.

12

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

6. Tax Status:

The Internal Revenue Service has determined and informed the Company by a letter dated April 26, 1996, that the Plan and the Trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

7. Termination Priorities:

The Company has the right to terminate the Plan at any time and in the event the Plan is terminated, subject to conditions set forth in ERISA, the amount of each participant's account balance in the Plan is fully vested.

8. Concentrations of Credit Risk:

Financial instruments which potentially subject the Plan to concentrations of credit risk consist principally of the Fixed Interest Fund holdings in fully benefit-responsive group annuity contracts with insurance and other financial institutions.

The Fund places its fully benefit-responsive group annuity contracts with high-credit quality institutions and, by policy, limits the amount of credit exposure to any one financial institution. If any of the insurance companies that the group annuity contracts are invested with fail to perform according to the contract, the asset value of the Plan could be impaired.

9. Reconciliation of Financial Statements to Form 5500:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                                                        December 31,        December 31,
                                                           2000                1999
                                                           ----                ----

Net Assets Available for Benefits
  Per the Financial Statements                           $34,560,141       $30,457,374
Amounts Allocated to Withdrawing Participants               (208,357)         (118,294)
                                                        ------------      ------------
Net Assets Available for Benefits Per the Form 5500      $34,351,784       $30,339,080
                                                        ============      ============

13

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS, Continued

9. Reconciliation of Financial Statements to Form 5500 (Continued):

                                                                 Year Ended       Year Ended
                                                                December 31,      December 31,
                                                                    2000             1999
                                                                    ----             ----
Benefits Paid to Participants Per the Financial Statements      $2,420,474       $1,391,945

Add: Amounts Allocated to Withdrawing Participants at
       December 31, 2000 and 1999                                  208,357          118,294

Less: Amounts Allocated to Withdrawing Participants
       at December 31, 1999 and 1998                              (118,294)         (52,942)
                                                               -----------      -----------

Benefits Paid to Participants Per the Form 5500                 $2,510,537       $1,457,297
                                                               ===========      ===========

Amounts allocated to the withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2000 and 1999 but not yet paid as of that date.

10. Subsequent Events:

On January 1, 2001, the trustee for the Johnson & Johnson Savings Plan for Union Represented Employees changed to State Street Bank from Bankers Trust. This change has no affect on the Plan's participants or the Plan's funds.

On April 26, 2001, the Company announced a two-for-one stock split to holders of record on May 22, 2001 and effective on June 12, 2001. The stock split does not impact the value of any of the Plan's investment funds. However, all shares information in these financial statements have been retroactively adjusted to reflect the two-for-one stock split effective June 12, 2001.

14

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
FORM 5500 SCHEDULE H - PART IV - 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2000

FACE AMOUNT
OR SHARES         ISSUES                                               COST                     FAIR VALUE
---------         ------                                               ----                     ----------
                  J&J STOCK FUND

                  Common Stock

465,450 shs.      Johnson & Johnson                                  $12,882,509               $24,487,325


                  Temporary Investments

242,456           BT Pyramid Directed
                  Account Cash Fund                                      242,456                   242,456
                                                                     -----------               -----------

                  Total J&J Stock Fund                               $13,124,965               $24,729,781
                                                                     ===========               ===========

15

Supplemental Schedule

JOHNSON & JOHNSON SAVINGS PLAN
FOR UNION REPRESENTED EMPLOYEES
FORM 5500 SCHEDULE H - PART IV - 4J
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000

                                                DISPOSED                                                    ACQUIRED
                                 ---------------------------------------------------------------------------------------------
SECURITY/PARTY                                                                     GAIN/
DESCRIPTION                       SALES                 COSTS       PROCEEDS       (LOSS)         PURCHASES              COSTS
                                  -----                 -----       --------       -----         ---------               ------
                                # of Transactions                                                # of Transactions

SERIES OF TRANSACTIONS:

BT Pyramid Directed
Account-Cash Fund                              (a)      $1,990,109     $1,990,109    $ -                        (a)     $2,153,978

Johnson & Johnson
Common Stock                                                                                                    128      $1,452,105

(a) Trustee is unable to provide detailed information on the number of transactions.

16

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-52252) of Johnson & Johnson of our report dated June 15, 2001 relating to the financial statements and financial statement schedules of the Johnson & Johnson Savings Plan for Union Represented Employees, which appears in this Form 11-K.


/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 25, 2001


 


 

Exhibit 99(a)(iv)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(MARK ONE)

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year end December 31, 2000

Or

[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 1-3215

CENTOCOR QUALIFIED
SAVINGS AND RETIREMENT PLAN

(Full Title of the Plan)

Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933

(Name of issuer of the securities held
pursuant to the plan and the address of its principal executive office)
Centocor Qualified Savings and Retirement Plan Index to Financial Statements and Schedules

Page 3        Report of Independent Accountants

Page 4        Statements of Net Assets Available for Plan Benefits as of
              December 31, 2000 and 1999

Page 5        Statements of Changes in Net Assets Available for Plan Benefits
              for the years ended December 31, 2000 and 1999

Pages 6-11    Notes to Financial Statements

Page 12       Item 27a - Supplemental Schedule of Assets Held for Investment
              Purposes

Consent of PricewaterhouseCoopers LLP, dated June 27, 2001

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTOCOR QUALIFIED SAVINGS
AND RETIREMENT PLAN


June 27, 2001                                By:    /s/ R.J. Darretta
                                                 -----------------------------
                                                  R. J. Darretta
                                                  Chairman, Pension Committee


2

REPORT OF INDEPENDENT ACCOUNTANTS

To the 401(k) Administrative Committee of Centocor, Inc.:

In our opinion, the accompanying statements of net assets available for plan benefits and the related statements of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Centocor Qualified Savings and Retirement Plan (the "Plan") as of December 31, 2000 and 1999, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

May 25, 2001

3

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

                                                                                                   December 31,
                                                                                                   ------------
                                                                                          2000                      1999
                                                                                          ----                      ----
Assets:

        Investments at Fair Value                                                $        52,479,036       $        42,418,711

        Receivables:
              Employer's contribution                                                      3,948,591                 2,465,532
              Loans from participants                                                        623,716                   588,825
                                                                                 -------------------       -------------------
                                                                                           4,572,307                 3,054,357
                                                                                 -------------------       -------------------

               Total assets                                                      $        57,051,343       $        45,473,068
                                                                                 ===================       ===================



Net assets available for Plan benefits                                           $        57,051,343       $        45,473,068
                                                                                 ===================       ===================

See accompanying Notes to Financial Statements.

4

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

                                                Years ended December 31,
                                                ------------------------
                                                2000                   1999
                                                ----                   ----

Additions:
     Interest and dividend income             $3,198,894        $1,558,034
     Net appreciation (depreciation)
      in fair value of investments            (4,751,892)        5,804,353

     Contributions:
        Employee                               8,605,294         5,311,075
        Employer                               3,948,591         2,465,532
        Participant rollovers into Plan        3,132,956         2,502,043
                                              ----------        ----------

           Total additions                    14,133,843        17,641,037


Deductions:
     Benefits paid                            (2,556,042)       (2,064,666)

Other income (expense), net                          474              (322)
                                              ----------        ----------

           Net increase                       11,578,275        15,576,049

Net assets available for Plan benefits:
     Beginning of year                        45,473,068        29,897,019
                                              ----------        ----------

     End of year                             $57,051,343       $45,473,068
                                             ===========       ===========

See accompanying Notes to Financial Statements.

5

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Investments

The Centocor Qualified Savings and Retirement Plan's (the "Plan") Investments, administered by The Vanguard Group, Inc. (the "Trustee"), are stated at fair value based on the market value of the underlying securities on the last business day of the year.

Johnson & Johnson common shares are carried at market value which is determined by quoted market prices. Participant loans are valued at cost which approximates fair value.

Purchases and sales of investment securities are reflected on a trade date basis. Gains and losses on sales of investment securities are determined on the average cost method.

Use of Estimates

The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan provides for various participant investment options in funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statements of Changes in Net Assets Available for Plan Benefits.

6

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

Related Party Transactions

Certain Plan investments are shares of mutual funds managed by the Trustee. Therefore, these transactions qualify as party-in-interest.

Payment of benefits

Benefit payments are recorded when paid.

NOTE 2 DESCRIPTION OF PLAN

The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General

Effective January 1, 1985, Centocor, Inc. (the "Company") established the Plan, a defined contribution savings plan subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Substantially all U.S. employees of the Company, or any of its subsidiaries or affiliates, are eligible to participate in the Plan. Employees may participate as of the first date of his/her employment. Substantially all of the legal, accounting and administrative expenses associated with Plan operations are currently paid by the Company. On October 6, 1999, the Company and Johnson & Johnson completed a merger between the two companies.

Contributions

Eligible employees may make voluntary tax-deferred contributions of 1 to 15 percent of their eligible cash compensation up to certain annual limits as prescribed by the U.S. Internal Revenue Code. Maximum annual contributions may be limited at the discretion of the Company.

Employee contributions are invested as directed by the employee in any of the eight investment programs available under an investment contract with the Trustee (see Note 3). Company contributions are made principally in the Johnson & Johnson Common Stock Fund.

The Company may elect, but is not required, to make contributions to the Plan for the benefit of the participating employees. To date, contributions have been made as a percentage of the participants' contributions for the year, as determined by the Company's Board of Directors. In 2000 and 1999, the Company elected to contribute an amount equal to 50 percent of the contributions of each employee. The Company's contribution is based upon annual employee contributions up to a level of 6 percent of their cash

7

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

compensation. Additionally, in 2000 and 1999, the Company committed to make a contribution equal to 1% of each employee's compensation. At December 31, 2000, 33,329 shares of the Johnson & Johnson Common Stock Fund with a fair value of $99.5781 per share determined by the average trade price for the last twenty days in December of 2000 and $57 in cash was due to the Plan from the Company for its 2000 contribution. Participant forfeitures of $629,695 were used for the 2000 Company contribution. At December 31, 1999, 26,224 shares of the Johnson & Johnson Common Stock Fund with a fair value of $94.016 per share determined by the average trade price for the last twenty days in December of 1999 and $66 in cash was due to the Plan from the Company for its 1999 contribution.

Participants' Accounts

Separate accounts are maintained by the Trustee for each participant. Each participant's account reflects the participant's contribution, the Company's contribution, interest, dividends, other income, and gains or losses earned by each of the investment programs. Investment income is reinvested in the same programs.

Participants may transfer all or a portion of their accounts among the eight investment programs available under the Plan by directly contacting the Trustee. The transfer would take effect immediately upon the participant's notification of the change.

Vesting

Employee contributions are fully (100%) vested and non-forfeitable. Employer contributions are fully vested upon death, total and permanent disability, or attainment of age 65; otherwise, employer contributions are subject to vesting percentages based on years of service, as defined by the Plan documents. Employee non-vested forfeitures are used by the Company to offset employer contributions. The amount of forfeitures for 2000 and 1999 were $112,772 and $89,241, respectively. The employer contributions vesting percentages are as follows:

Less than one year of service                           0%
One year of service                                    20%
Two years of service                                   40%
Three years of service                                 60%
Four years of service                                  80%
Five or more years of service                         100%

Payment of Benefits

Benefits from the participants' vested accounts are normally payable to Plan participants upon retirement, death, termination of Company employment or total and permanent disability.

8

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

A participant, while still an employee, may generally withdraw all or a portion of his vested, non-forfeitable tax-deferred contribution account if such amount is needed to defray the cost of a medical emergency, enable the participant to acquire or improve his principal residence, or assist the participant in preventing eviction or foreclosure proceedings. Such a withdrawal must first be taken as a loan as noted below.

Any additional funds required will be distributed as a hardship withdrawal subject to income tax and penalties. Such loan and withdrawal shall not exceed the amount required to meet the immediate financial need created by the hardship and shall not be reasonably available from other sources of the participant.

Loan Provisions

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance and may have only one loan outstanding at any point of time. All such loans bear interest at prevailing market rates. Loans must be repaid within five years in approximately equal installments or up to 15 years if used for the purchase of a primary residence. Loans are secured by the balance in participant accounts.

NOTE 3 INVESTMENTS

The number of participants in the investment programs at December 31, 2000 and 1999 was as follows:

                                                                                2000         1999
                                                                                ----         ----
Johnson & Johnson Common Stock Fund                                              1,370          947
Vanguard Money Market Reserves - Prime Portfolio                                   355          261
Vanguard Bond Index Fund - Total Bond Market Portfolio                             401          325
Vanguard Index Trust - 500 Portfolio                                             1,223          890
Vanguard U.S. Growth Portfolio                                                   1,152          797
Vanguard/Windsor II                                                                594          532
Templeton Foreign Fund                                                             489          329
Fidelity Contrafund                                                                758          505

The Johnson & Johnson Common Stock Fund program consists of shares of Johnson & Johnson Common Stock. The Vanguard Money Market Reserves - Prime Portfolio invests in short-term, high-quality money market instruments issued by financial institutions, non-financial corporations, the U.S. government and federal agencies. The Vanguard Bond Index Fund - Total Bond Market Portfolio invests in U.S. Treasury, federal agency, mortgage backed and corporate securities and attempts to match the

9

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

performance of the Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire taxable U.S. bond market. The Vanguard Index Trust - 500 Portfolio invests in all of the 500 stocks that make up the Standard & Poor's 500 Composite Stock Price Index, a widely recognized benchmark of U.S. stock market performance. The Vanguard U.S. Growth Portfolio invests in large, high-quality, seasoned U.S. companies. The Vanguard/Windsor II Fund invests in a diversified group of out-of-favor stocks of large-capitalization companies. The Templeton Foreign Fund invests primarily in stocks of companies located outside the United States. The Fidelity Contrafund invests in undervalued stocks of foreign and U.S. companies with the goal of achieving long-term capital appreciation.

Custody of the Plan's investments is maintained by the Trustee. Plan investments at fair value at December 31, 2000 and 1999 were as follows:

Name of Issuer and Title of Issue At December 31,            2000                1999
                                                             ----                ----
Johnson & Johnson Common Stock Fund                        $13,665,693*      $9,204,608*
Vanguard Money Market Reserves - Prime Portfolio             2,131,304        1,794,942*
Vanguard Bond Index Fund - Total Bond Market Portfolio       2,358,063*       1,838,203*
Vanguard Index Trust - 500 Portfolio                        16,809,319*      16,135,835*
Vanguard U.S. Growth Portfolio                               8,469,201*       7,400,761*
Vanguard/Windsor II                                          2,929,833*       1,762,511*
Templeton Foreign Fund                                       1,970,561        1,488,024
Fidelity Contrafund                                          4,145,062*       2,793,827*
                                                           -----------      -----------
                                                           $52,479,036      $42,418,711
                                                           ===========      ===========

* Represents 5% or more of net assets available for Plan benefits

During 2000 and 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

                    2000              1999
                    ----              ----
Mutual Funds     $(6,367,266)      $3,309,486
Common Stock       1,615,374        2,494,867
                 -----------       ----------
                 $(4,751,892)      $5,804,353
                 ============       =========

10

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS

NOTE 4 TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated April 26, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently operated in compliance with applicable requirements of the IRC.

NOTE 5 PLAN TERMINATION

Although it has not expressed an intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

 
NOTE 6 SUBSEQUENT EVENT

Subsequent to December 31, 2000, the Plan has been amended. Effective December 31, 2000, all participants in the Plan who are employed by Centocor on December 31, 2000 are to become fully vested. All participant contributions have been suspended. Initiation of new loans has been suspended. The requirement that a participant must take all available loans under the plan before receiving his or her participant directed contributions in the form of a hardship withdrawal has been eliminated.

All Centocor employees employed on December 31, 2000 will be eligible to participate in the Johnson & Johnson Savings Plan beginning January 1, 2001.

Effective December 31, 2000, Centocor delegates all of its powers and duties as the Administrator of the Plan to Johnson & Johnson.

In September 2001, Centocor intends to transfer all assets in the Centocor Qualified Savings and Retirement Plan to the Johnson & Johnson Savings Plan.

On April 26, 2001, Johnson & Johnson announced a two-for-one stock split to holders of record on May 22, 2001 and effective June 12, 2001. The stock split does not impact the value of any of the Plan's investment funds.

11

CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2000

Description of Assets:                                                               Cost                       Market
----------------------                                                               ----                       ------
Johnson & Johnson Common Stock
     Fund*                                                                         $7,794,908                  $13,665,693

Vanguard Money Market Reserves -
     Prime Portfolio*                                                              $2,131,304                   $2,131,304

Vanguard Bond Index Fund - Total
     Bond Market Portfolio*                                                        $2,335,283                   $2,358,063

Vanguard Index Trust - 500 Portfolio*                                             $14,011,422                  $16,809,319

Vanguard U.S. Growth Portfolio*                                                   $10,804,238                   $8,469,201

Vanguard/Windsor II*                                                               $2,986,373                   $2,929,833

Templeton Foreign Fund*                                                            $1,950,959                   $1,970,561

Fidelity Contrafund*                                                               $4,683,039                   $4,145,062

                                                                                      Cost                       Market
                                                                                      ----                       ------

Loans from participants maturing through 2015                                        $623,716                     $623,716
During 2000, interest rates ranged from 9%-10.5%.

* - party-in-interest

12

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in Registration Statements on Forms S-8 (No. 333-86611) of Johnson & Johnson, Inc. of our report dated May 25, 2001, relating to the financial statements and supplemental schedule of the Centocor Qualified Savings and Retirement Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP
Philadelphia, PA
June 27, 2001